UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2024~~2025

☐ 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: 000-56555

POLOMAR HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

Nevada

86-1006313

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)

~~10940~~32866 US ~~Wilshire~~Hwy. ~~Boulevard,~~19 ~~Suite 1500~~N

~~Los Angeles~~Palm Harbor, CAFL ~~90024~~34684

(Address including zip code of registrant’s Principal Executive Offices)

(~~212~~727) ~~245~~ 425-~~3413~~7575

(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered under Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging Growth Company ☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: approximately $13,~~285~~610,~~237~~302.

Common stock outstanding as of ~~May~~April 1630, ~~2025~~2026: 2628,~~657~~053,~~679~~ 090 shares

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “will”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks listed under the section entitled “Risk Factors” commencing on page 87 of this report, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Table of Contents

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	47
Item 1B.	Unresolved Staff Comments	1923
Item 1C.	Cybersecurity	1923
Item 2.	Description of Property	1923
Item 3.	Legal Proceedings	1923
Item 4.	Mine Safety Disclosures	1923
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2024
Item 6.	[Reserved]	2024
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2025
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	2329
Item 8.	Financial Statements and Supplementary Data	2329
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2329
Item 9A.	Controls and Procedures	2329
Item 9B.	Other Information	2429
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2429
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2530
Item 11.	Executive Compensation	2733
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2734
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2835
Item 14.	Principal Accountant Fees and Services	3036
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	3137
Item 16	Form 10-K Summary	3237

NOTE REGARDING REFERENCES TO OUR COMPANY

Throughout this Annual Report on Form 10-K, the words “we,” “us,” “our,” and the “Company” refer to Polomar Health Services, Inc., including any directly and indirectly wholly owned subsidiaries. “Trustfeed” refer to the Company prior to its September 30, 2024, merger with Polomar Specialty Pharmacy, LLC (“Polomar”), when it was named Trustfeed Corp.

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, operations, and financial results. A more thorough discussion of these and other risks are listed under the section entitled “Risk Factors” commencing on page 87.

Risks Related to Our Business and Financial Status

●

We are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your investment.

●

Since inception, we have not established any material and recurring revenues or operations that will provide financial stability in the long term, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations.

●

We are at an early stage of marketing and sales, and we have limited sales history.

●

We may never become profitable.

●

If we fail to obtain additional financing, we may be unable to complete the roll-out of our business and services.

● Business or economic disruptions or global health concerns could seriously harm our business.

●

We are subject to significant related party short term debt and other current liabilities, which we may be unable to repay.

● Our competitors may develop and market products that are less expensive than our product candidates.

●

We have an unproven business plan.

●

We have a history of net losses and anticipate that we will continue to incur net losses for the foreseeable future.

● Viable markets for our products may never develop, may take longer to develop than we anticipate or may not be sustainable.

● We may not meet our development and commercialization milestones.

● Our business depends on retaining and attracting highly capable management and operating personnel.

● We may be unable to manage rapid growth effectively.

● Credit market volatility and illiquidity may affect our ability to raise capital to finance our operations, manufacturing expansion and growth.

Risks Related to Our Intellectual Property

●

We are substantially dependent on licensed patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to our rights or the rights of others may result in our payment of significant monetary damages and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent and other proprietary rights against others.

● We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

●

A significant portion of our business may infringe on existing patents; Litigation regarding patents, patent applications and other proprietary rights may be expensive and time consuming. If we are involved in such litigation, it could cause delays in bringing product candidates to market and harm our ability to operate.

Risks Related to Our Common Stock

●

There is a limited trading market for our common stock, which could make it difficult for you to liquidate an investment in our common stock, in a timely manner.

●

We cannot assure you that our common stock will become listed on a securities exchange and the failure to do so may adversely affect your ability to dispose of our common stock in a timely fashion.

● The market price and trading volume of our common stock may be volatile, which may adversely affect its market price.

●

Your interest in us may be diluted if we issue additional shares of common stock.

●

We are a smaller reporting company, and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.

●

Our common stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

●

We intend to issue more shares to raise capital, which will result in substantial dilution.

●

Anti-takeover provisions that may be in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of us difficult.

● We do not intend to pay cash dividends in the foreseeable future.

● We expect to incur increased costs and demands upon management as a result of being a public company.

●

Failure to establish and maintain an effective system of internal controls could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations or fail to prevent fraud in which case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock. Furthermore, our management and our independent auditors have identified certain internal control deficiencies, which management and our independent auditors believe constitute material weaknesses.

● AOur ~~significant~~largest ~~portion~~shareholder ofand ~~our~~its ~~total~~affiliates ~~outstanding~~have ~~shares~~substantial ~~are~~control ~~restricted~~over ~~from~~us ~~immediate~~and ~~resale~~our ~~but~~policies and may be ~~sold~~able ~~into~~to ~~the~~influence ~~market~~all incorporate ~~the future. This could cause the market price of our common stock to drop significantly~~matters, ~~even~~which ifmight ~~our~~not ~~business~~be isin ~~doing~~other ~~well~~shareholders’ interests.

● If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline.

● Our largest shareholder and its affiliates have substantial control over us and our policies and will be able to influence all corporate matters, which might not be in other shareholders’ interests.

General Risks

● Political, social and geopolitical conditions can adversely affect our business.

● Political uncertainty may have an adverse impact on our operating performance and results of operations.

●

Significant Increases in Tariffs on Foreign Goods May Harm the Company’s Financial Results.

●

Information technology failures and data security breaches could harm our business.

●

Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

●

Our Officer and Key Personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is lengthy, costly, and disruptive.

iii

PART I

Item 1. Description of Business.

General

The Company operates Polomar Specialty Pharmacy, LLC, a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant to license # PH35196 (“Polomar Pharmacy”). Polomar ~~Specialty~~ Pharmacy is also licensed as a Special Sterile Compounding Pharmacy, permit #PH35277, which authorizes the licensed entity to dispense injectable and other sterile compounds (eye drops, infused therapeutics) upon receipt of a valid prescription. The compounding facility operates pursuant to guidelines established under Sec. 503A “Compounding Pharmacy” of the Federal Food, Drug and Cosmetic Act. Section 503A authorizes the licensed entity to manufacture compounded drugs and fulfill prescriptions provided to it by state licensed physicians. Asand aother ~~result,~~licensed ~~the~~healthcare professionals including physician assistants and nurse practitioners. The Company is presently licensed and authorized to fulfill and deliver compounded prescribed medications in 28 states. Polomar is ~~also~~Pharmacy is actively seeking ~~approval~~licenses and authorization in other states and expects to be able to provide prescription medications in aadditional ~~majority of~~ U.S. states by the end of ~~2025.~~the ~~Polomar~~second ~~also~~quarter ~~anticipates~~of ~~applying for a drug export permit in early 2025~~2026.

~~The~~Prior to the September 30, 2024 merger between the Company ~~also~~and ~~owns~~Polomar ~~SlimRxTM~~Pharmacy (~~www.slimrx.com~~as described more fully below under “Polomar Pharmacy Merger”), a ~~weight~~Polomar ~~loss~~Pharmacy’s ~~focused~~business ~~online~~was ~~platform~~concentrated ~~that~~on ~~connects~~providing ~~patients~~compounded ~~with~~dermatological ~~licensed~~prescription ~~physicians~~medications for totopical ~~prescribe~~delivery. ~~weight~~Polomar ~~loss~~Pharmacy’s ~~medications~~exclusive ~~such~~dermatological asformulations, ~~semaglutide compounded~~co-developed ~~with~~by ~~vitamin~~a Bboard-12certified ~~and/or~~dermatologist for ~~metformin~~the ~~(VitaSlimTM~~treatment ~~and~~of ~~VitaSlim~~acne, ~~PlusTM).~~alopecia ~~SlimRx~~areata, ~~filed~~basal ancell ~~application~~carcinoma, ~~for statutory~~Becker’s ~~trademark~~nevus, ~~protection~~vitiligo, onand ~~August~~other 29common skin conditions, ~~2024.~~were primarily ~~The~~fulfilled ~~prescriptions~~on ~~issued~~behalf ~~via~~of ~~SlimRx~~local ~~are~~dermatologists ~~fulfilled~~with bylimited ~~Polomar~~interstate prescription delivery. ~~The~~In ~~Company~~early ~~also~~2024, ~~expects~~Polomar Pharmacy commenced the construction of clean rooms to ~~launch~~allow ~~PoloMedsTM~~for ~~(polomeds~~the dispensing of sterile compounded drugs.~~com)~~ ~~during~~Polomar ~~the~~Pharmacy ~~second~~received ~~quarter~~its Special Sterile Compounding Permit in August of ~~2025~~2024. Polomar Pharmacy continued to primarily fulfill prescriptions for ~~diabetes~~compounded ~~medications including~~dermatological ~~metformin~~drugs ~~compounds~~and has, ~~sulfonylureas~~on a limited basis, ~~and~~fulfilled ~~insulin;~~prescriptions for sterile compounded ~~erectile~~GLP-1 ~~dysfunction~~agonists ~~medications~~for ~~inhalable~~subcutaneous ~~sildenafil~~injection. ~~and~~On ~~Polomar’s~~September ~~prescription~~26, ~~only~~2025, ~~exclusive~~the ~~dermatological~~Company ~~formulations~~executed ~~co-developed by~~ a ~~board~~one-~~certified~~year ~~dermatologist~~non-exclusive ~~for~~pharmacy ~~the~~services ~~treatment~~agreement ofwith ~~acne~~CareValidate, ~~alopecia~~Inc. (“CareValidate”) ~~areata,~~to ~~basal~~fulfill ~~cell~~GLP-1 ~~carcinoma,~~agonist ~~Becker~~prescriptions for CareValidate’s ~~nevus~~network of on-line clinics. Polomar began fulfilling prescriptions for CareValidate on October 6, ~~vitiligo~~2025, and ~~other~~we ~~common~~have ~~skin~~received ~~conditions~~and expect to continue to receive revenue from this customer.

AnPolomar Pharmacy ~~integral~~has ~~part~~experienced significant losses from operations as a result of ~~the~~a ~~Company~~decline in revenues and increased labor costs. The decline in revenues is primarily due to a change in Polomar Pharmacy’s business model from local fulfillment of compounded isdermatological formulations to ~~provide~~online ~~prescription~~ fulfillment ~~services~~of ~~for~~GLP-1 ~~third~~agonist ~~party~~and ~~web~~erectile ~~based~~dysfunction ~~tele~~drugs. Polomar Pharmacy’s operations are highly dependent on third-~~health~~party ~~platforms~~utilization of Polomar Pharmacy’s compounded drug formulations. ~~This~~Polomar Pharmacy ~~“wholesale”~~has ~~part~~experienced ofcontinuing delays in fully developing its compounded product formulations, manufacturing delays due to unexpected supply chain issues for imported active pharmaceutical ingredients and related products excipients, which have been satisfactorily resolved as of the ~~business~~fourth isquarter ~~expected~~of 2025, and logistical challenges resulting from transitioning from a local fulfillment to ~~experience~~national ~~steady~~fulfillment business ~~growth~~model. ~~over~~The ~~the~~Company ~~next~~has ~~twelve~~had insufficient access to ~~eighteen~~capital ~~months~~to successfully implement its business plan.

~~Corporate~~The Company ~~History~~also owns SlimRx™ (www.slimrx.com), a weight loss focused online platform that the Company plans to launch in the second quarter of 2026, that will connect patients with licensed healthcare providers to prescribe weight loss medications such as semaglutide and ~~Capital~~tirzepatide ~~Structure~~compounded with vitamin B-12 and other complementary compounded weight loss formulations (VitaSlim™ and VitaSlim Plus™), including adjunctive therapies utilizing our proprietary metformin gummy formulation. SlimRx filed an application for statutory trademark protection on August 29, 2024. In April of 2025, the Company received an “Action Letter” from the U.S. Patent and Trademark Office (“USPTO”) requiring the Company to show the applied for mark being used in commerce, and to amend its description of goods. On October 24, 2025, the Company filed a response with the USPTO amending its description of goods and changing its intent to use. The Company amended its trademark application and the USPTO issued a Notice of Publication for the SlimRx trademark on December 17, 2025. Any prescriptions issued via SlimRx will be compounded and fulfilled by Polomar Pharmacy.

WeAn integral ~~were~~part ~~incorporated~~of in the ~~State~~Company’s ofbusiness ~~Nevada~~model onis ~~September~~to provide prescription fulfillment services to third party web based tele-health ~~14,~~platforms. ~~2000~~The Company has executed a contract with ForHumanity Health, ~~under~~Inc. for our licensed inhalable sildenafil drug and with CareValidate for sterile GLP-1 agonist weight loss drugs. All prescriptions delivered to patients pursuant to the ~~name~~terms of ~~Telemax~~the ~~Communications.~~respective Onagreements will orbe ~~about~~fulfilled ~~July~~by ~~24,~~Polomar ~~2003,~~Pharmacy. This “wholesale” part of the ~~name~~Company’s ~~was~~business ~~changed~~is expected to ~~HealthMed~~experience ~~Services,~~steady growth ~~Ltd~~over the next twelve to eighteen months as the Company adds additional customers and fulfillment capacity.

Historically, Trustfeed was in the business of acquiring, leasing, and licensing growers for the cultivation and production (processing and distribution of cannabis and cannabis-related products within an incubator environment). The Company was also in the business of renewable fresh water and real estate. As a result of the change in ownership of the Company in 2021 by Fastbase, the Company became a technology company with access to a global database of information to provide consumers with trusted information about the companies they do business with (the “Pre-Existing Business”).Competition

~~However,~~The ~~effective~~Company asfaces ofstrong competition ~~December 29, 2023~~ in ~~accordance with a Stock Purchase Agreement, Fastbase,~~ the ~~then~~on-line ~~record~~prescription ~~and~~fulfillment ~~beneficial owner of (i) 90~~marketplace,~~437,591~~ ~~shares~~particularly offor ~~Common~~GLP-1 ~~Stock~~agonist ofweight ~~the~~loss ~~Company, representing~~drugs ~~approximately 83% of the Company’s issued~~ and ~~outstanding~~erectile ~~Common~~dysfunction formulations ~~Stock~~as ~~(the~~industry ~~“Common~~leaders ~~Shares”),~~Hims/Hers and ~~(ii) 500,000~~Ro ~~shares~~currently ofcontrol ~~the~~a ~~Series~~significant Amarket ~~Convertible~~share ~~Preferred~~for ~~Stock,~~these ~~par value $~~drugs.~~001~~ ~~per~~Hims/Hers ~~share,~~and ofRo ~~the Company, representing 100% of the Company’s~~currently ~~issued~~dispense ~~and~~their ~~outstanding~~GLP-1 ~~shares~~drugs ~~of Preferred Stock~~ (~~the~~semaglutide ~~“Preferred Shares”~~ and, ~~with the Common Shares, the “Transferred Shares”~~tirzepatide), ~~sold~~via ~~the~~traditional ~~Transferred~~drug ~~Shares~~vials toand ~~CWR~~use 1,of ~~LLC,~~ a ~~Delaware~~syringe ~~limited~~requiring ~~liability~~the ~~Company~~patient ~~(“CWR”)~~to ~~for aggregate consideration~~manually offill ~~$350,000 (collectively referred to as~~ the ~~“Transaction”).~~syringe ~~Additionally,~~with ~~Rasmus Refer,~~ the ~~Company’s~~drug ~~then~~prior ~~Chief~~to ~~Executive Officer~~injection. ~~(principal~~We ~~executive~~believe ~~officer,~~our ~~principal~~pre-filled ~~accounting~~injection ~~officer~~pen ~~and~~system ~~principal~~will ~~financial~~provide ~~officer)~~an ~~and~~easier, ~~Chairman~~better, and ~~sole member of the~~ ~~Company’s~~more ~~Board~~comfortable ofuser ~~Directors~~experience ~~(the~~thereby ~~“Board”),~~providing ~~resigned~~us ~~from~~a ~~all~~potential ~~director~~marketing ~~(as of February 12, 2024), officer and employment positions with the Company and its subsidiaries~~advantage.

~~Also~~Eli asLily and Company, the manufacturer of ~~December~~Mounjaro ~~29,~~and ~~2023~~Zepbound (Tirzepatide) competes directly with us through Lilly Direct, ~~the~~an ~~size~~online ofplatform ~~the~~that ~~Board~~delivers prescribed ~~was~~medications ~~increased~~directly ~~from~~to ~~one~~the ~~director~~patient. toBased ~~two~~on ~~directors~~publicly available information, we believe that where both Mounjaro and ~~Brett~~Zepbound ~~Rosen~~can ~~was~~cost more ~~appointed~~than as$1,100 per month when fulfilled by a ~~director~~traditional topharmacy, ~~fill~~as ~~the~~of ~~vacancy~~August 27, to2025, ~~serve~~Lilly asDirect ~~director~~is offering Zepbound directly ~~until~~to the ~~next~~customer ~~annual~~at ~~meeting~~between of$399 ~~stockholders~~and of$549 ~~the~~(depending ~~Company~~on dose prescribed) per month, ~~subject~~a significant discount over local pharmacies. This discounted medication is delivered to ~~his~~the ~~prior~~patient ~~resignation~~by orLilly ~~removal,~~Direct ~~and~~in ~~until~~single ~~his~~use ~~successor~~vials iswith a syringe instead of an injector pen. This ~~duly~~requires ~~elected~~the ~~and~~patient ~~qualified,~~to manually measure and Mrfill the syringe prior to injection. ~~Rosen~~We ~~was~~expect ~~appointed~~that ~~President,~~our ~~Chief~~pre-filled ~~Financial~~injection ~~Officer,~~pens ~~Secretary~~will be a more attractive delivery system for most patients, and ~~Treasurer~~we ofwill ~~the~~be ~~Company~~competitive on pricing.

~~Upon~~We believe that both Hims/Hers and Ro currently sub-contract their prescription fulfillment to other licensed compounding pharmacies as neither owns their own pharmacy. Hims/Hers and Ro are also active in promoting hair loss treatment and the ~~consummation~~treatment of ~~the~~dermatological ~~Transaction~~conditions. onWhile ~~December~~both Hims/Hers ~~29,~~and ~~2023~~Ro presently have a significant marketing advantage over us, ~~the~~we ~~Company~~believe ~~experienced~~that aour ~~change~~integrated inplatform ~~control.~~delivering ~~The~~telemedicine ~~Transaction~~to patients and ~~related~~directly ~~transactions~~fulfilling ~~had~~prescription may provide an advantage and is likely to provide better margins on the ~~following~~products ~~consequences:~~we sell.

●Our ~~New~~direct ~~management~~competition ~~anticipated~~is limited. ~~entering~~Levity ~~into~~Healthcare, aInc., ~~future~~launched ~~transaction~~in ~~involving~~2023, ~~the~~and ~~Company,~~their ~~which~~related ~~could~~company ~~result~~ZipHealth, inInc. ~~the~~(Florida ~~acquisition~~licensed ofpharmacy), ~~one~~has orbeen ~~more~~in operation ~~businesses~~since 2019, ~~companies~~providing orsimilar ~~asset~~compounding ~~classes~~services as we do, ~~including~~utilizing ~~but~~their ~~not~~own ~~limited~~provider togroup, ~~intellectual~~offering ~~property~~weight ~~assets~~loss drugs and ~~that~~consultation ~~may~~through ~~currently~~JoinLevity.com beand ~~owned~~prescribes byother ~~affiliates~~drugs ofat ~~management~~ziphealth.co. ●ZipHealth ~~The~~is ~~Company’s~~presently ~~new~~licensed ~~management~~in ~~will~~25 bestates ~~evaluating~~and ~~the~~has publicly ~~Company’s~~announced ~~Pre-Existing~~that ~~Business~~they asexpect ~~part~~to ofcontinue ~~these~~expanding. ~~possible~~ZipHealth, ~~future~~like ~~transactions~~the Company, ~~and~~does not currently accept insurance, but plans to do so in the ~~meantime,~~future. ~~has~~We ~~suspended~~believe our ~~operations~~competitive ~~relating~~advantage toover Levity/ZipHealth is the ~~Pre-Existing~~user ~~Business~~experience. Like other competitions offering injectable drugs, Levity delivers the medication in a sterile bottle with syringes for the ~~expectation~~consumer ofto ~~permanently~~manually ~~shutting~~fill ~~down,~~just ~~spinning~~prior ~~off~~to orinjection. We ~~assigning~~believe ~~the~~our ~~Pre~~pre-~~Existing~~filled ~~Business~~injector atpen system will be more attractive to the ~~time~~consumer of ~~such~~our ~~future transaction(s)~~products.

~~Effective~~Manufacturing ~~as of March 21, 2024, Brett Rosen resigned from all of his officer and director positions with the Company, and he was replaced in all such positions by Terrence M. Tierney.~~

The Company manufactures all sterile compounded injectable drugs at Polomar ~~Merger~~Pharmacy in Palm Harbor, FL pursuant to a State of Florida Special Sterile Compounding Pharmacy permit #PH35277. Other compounded non-sterile drugs, inhaled sildenafil and sublingual sildenafil are sourced from FDA approved, cGMP, 503B outsourcing facilities or contract drug manufacturers.

On September 30, 2024, the transaction described in the Merger Agreement (the “Acquisition”) was completed and the merger was deemed effective. The Acquisition is considered a recapitalization as the historical financial statements of Polomar, the accounting acquirer, have been substituted for the historical financial statements of Trustfeed.Regulatory

OnPolomar ~~October~~Pharmacy 9,operates pursuant ~~2024,~~to the guidelines established pursuant to ~~the~~Section ~~terms~~503A – Pharmacy Compounding of the ~~Merger Agreement~~Food, ~~CWR~~Drug 1,and ~~LLC,~~Cosmetics aAct (21 ~~shareholder~~U.S.C. Chapter 9). Section 503A provides guidance to compounding pharmacies but does not establish legally enforceable responsibilities. Regulation of the ~~Company,~~compounding ~~returned~~pharmacy ~~50,000,000~~is ~~shares~~provided ofby the ~~Company’s~~state ~~common~~in ~~stock~~which ~~for~~the ~~cancellation~~pharmacy is physically located. ~~Also,~~ inPolomar ~~October~~Pharmacy ~~2024,~~is ~~pursuant~~governed and tolicensed by the ~~terms~~Florida Board of ~~the~~Pharmacy ~~Merger~~(“Pharmacy ~~Agreement,~~Board”) ~~the~~as ~~Company~~a ~~issued~~Community anPharmacy ~~aggregate~~pursuant ofto ~~207~~Fla. Stat.,~~414,147~~ Chapter 465.018. Polomar Pharmacy holds sterile (~~pre~~#PH35277) and non-~~split~~sterile (# PH35196) ~~shares~~ permits issued by the Florida Board of ~~its~~Pharmacy. ~~common~~Polomar Pharmacy ~~stock~~is subject to semi-annual onsite equipment inspections by inspectors designated by the ~~former~~Pharmacy Board and bi-annual inspections by the Pharmacy Board to maintain the special sterile permit. Additionally, Polomar ~~members~~Pharmacy is subject to the respective requirements of the non-resident compound pharmacy regulations in the ~~Merger~~25 other states in which Polomar Pharmacy is licensed to fulfill sterile prescriptions.

~~Pinata~~Intellectual ~~License~~Property

OnThe ~~June~~Company’s ~~29,~~intangible ~~2024,~~intellectual weproperty ~~executed~~includes arights ~~Know~~acquired to ~~How~~manufacture and ~~Patent License~~distribute ~~Agreement,~~inhaled assildenafil ~~amended,~~and ~~with~~other ~~Pinata~~inhaled ~~Holdings,~~drug ~~Inc. (“Pinata”)~~formulations, tometformin ~~license~~gummies ~~from~~and ~~Pinata~~oral ~~certain~~GLP-1 ~~patent~~agonists ~~pending intellectual~~pursuant ~~property~~to ~~rights~~a ~~and~~certain ~~know~~license ~~how~~between (the ~~“IP~~Company ~~Rights”)~~and ~~regarding the proprietary delivery of products containing metformin~~Pinata, ~~eletriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”)~~Inc. Itas ismore ~~the~~fully ~~Company’s~~described ~~intention~~herein ~~to utilize the IP Rights in products expected to be manufactured and distributed by us post-Acquisition~~below.

~~Company~~Corporate History ~~Loans~~and Capital Structure

OnThe Company ~~August~~was ~~13,~~incorporated ~~2024,~~in asthe ~~amended~~State of Nevada on ~~November~~September 814, ~~2024~~2000, ~~Polomar~~under ~~Specialty Pharmacy, LLC entered into a Promissory Note and Loan Agreement (~~the ~~“Polomar~~name ~~Note”)~~of ~~with~~Telemax ~~Polomar~~Communications. asOn ~~the~~or ~~borrower~~about ~~and~~July ~~Reprise Management~~24, ~~Inc.~~2003, ~~(“Reprise”) as~~ the ~~Lender.~~name ~~Pursuant~~was tochanged ~~the Polomar Note, Reprise agreed~~ to ~~loan~~HealthMed ~~to Polomar up to $700~~Services,~~000~~ inLtd. ~~one~~On or ~~more advances~~about ~~from~~September ~~time~~2, to2022, ~~time. An initial draw under~~ the ~~Note~~name ~~in the amount of $522,788~~ was ~~made,~~changed ~~which funds are being used~~ to ~~repay~~Trustfeed ~~all amounts due to Reprise pursuant to prior undocumented loans provided by Reprise to Polomar~~Corp. (“Trustfeed”). As ofa ~~December~~result ~~31,~~of ~~2024,~~ the ~~outstanding~~change ~~principal amount~~in ownership of the ~~Note~~Company isin ~~$716,402.67~~2021 ~~plus~~by ~~accrued interest of $29~~Fastbase,~~508~~ Inc.~~91.~~, ~~The~~a ~~outstanding~~Nevada ~~principal~~corporation, ~~and~~the ~~any~~Company ~~and~~became ~~all~~a ~~accrued and unpaid interest~~technology company with ~~respect~~access to ~~the~~a ~~Polomar~~global ~~Note,~~database ~~is due and payable on July 31, 2025. Reprise is an affiliate~~ of ~~Daniel~~information ~~Gordon~~to ~~and~~provide ~~GLDLP.~~consumers ~~Mr.~~with ~~Gordon is~~trusted ~~the~~information ~~President~~about ~~of Reprise and~~ the ~~majority~~companies ~~shareholder~~they ofdo ~~GLD~~business with ~~Management, Inc.,~~ (the ~~general~~“Pre-Existing ~~partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR~~Business”).

Effective as of August 16, 2024, we entered into a Promissory Note and Loan Agreement (the “Note”), as the borrower, with CWR 1, LLC as the lender (“Lender” or “CWR”. Pursuant to the Note, CWR agreed to loan to the Company up to $250,000 in one or more advances from time to time. An initial draw under the Note in the amount of $157,622.56 was made, which funds are being used to repay the Lender all amounts due to Lender pursuant to prior undocumented loans provided by Lender to the Company. As of December 31, 2024, the outstanding principal amount of the Note is $380,330.30 plus accrued interest of $12,328.51. The outstanding principal, and any and all accrued and unpaid interest with respect to the Note, is due and payable on July 31, 2025. The Lender and its affiliates are the record owners of more than 40% of the voting stock of the Company, and is an affiliate of Daniel Gordon and of GLD Partners, LP. (“GLDLP”). Mr. Gordon is the majority shareholder of GLD Management, Inc., the general partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR.2

2However, effective as of December 29, 2023 in accordance with a Stock Purchase Agreement, Fastbase, the then record and beneficial owner of (i) 90,437,591 shares of Common Stock of the Company, representing approximately 83% of the Company’s issued and outstanding Common Stock (the “Common Shares”), and (ii) 500,000 shares of the Series A Convertible Preferred Stock, par value $.001 per share, of the Company, representing 100% of the Company’s issued and outstanding shares of Preferred Stock (the “Preferred Shares” and, with the Common Shares, the “Transferred Shares”), sold the Transferred Shares to CWR 1, LLC, a Delaware limited liability company (“CWR”) for aggregate consideration of $350,000 (collectively referred to as the “CWR Transaction”). Additionally, Rasmus Refer, the Company’s then chief executive officer (principal executive officer, principal accounting officer and principal financial officer) and chairman and sole member of the Company’s Board of Directors (the “Board”), resigned from all director (as of February 12, 2024), officer and employment positions with the Company and its subsidiaries.

~~Corporate~~Also as ~~Actions~~of December 29, 2023, the size of the Board was increased from one director to two directors and Brett Rosen was appointed as a director to fill the vacancy, to serve as director until the next annual meeting of stockholders of the Company, subject to his prior resignation or removal, and until his successor is duly elected and qualified, and Mr. Rosen was appointed president, chief financial officer, secretary and treasurer of the Company.

OnUpon the ~~October~~consummation ~~10,~~of ~~2024,~~the weCWR ~~filed~~Transaction ~~Amended~~on ~~and~~December ~~Restated Articles~~29, of2023, ~~Incorporation (~~the ~~“Articles”)~~Company ~~with~~experienced ~~the~~a ~~Secretary~~change ofin ~~State~~control. ofThe ~~the~~CWR ~~State~~Transaction ofand ~~Nevada~~related transactions tohad ~~effect~~ the following ~~actions~~consequences:

1.● ToNew ~~change~~management anticipated entering into a future transaction involving the ~~name~~Company, which could result in the acquisition of one or more businesses, companies or asset classes, including but not limited to intellectual property assets and that may currently be owned by affiliates of management. ● The Company’s new management evaluated the Company’s ~~from~~Pre-Existing ~~Trustfeed Corp.~~Business as part of the possible future transactions, and has suspended its operations relating to ~~Polomar~~the ~~Health~~Pre-Existing ~~Services~~Business, ~~Inc~~with the expectation of permanently shutting down, spinning off or assigning the Pre-Existing Business at the time of such future transaction(s).;

2.Effective Toon ~~increase~~March ~~the~~21, ~~Company’s~~2024, ~~authorized~~Brett ~~shares~~ Rosen resigned from all of ~~“blank~~his ~~check”~~officer ~~preferred~~and ~~stock~~director topositions 5with the Company,~~000,000;~~ and he was replaced in all such positions by Terrence M. Tierney.

~~3. To effect a reverse stock split with a ratio of~~Polomar ~~1-for-10.~~Pharmacy Merger

On June ~~November 1~~28, 2024, wethe ~~effected~~Company, ~~the~~Polomar 1Acquisition, ~~for~~L.L.C., 10a ~~reverse stock~~Florida ~~split.~~limited ~~Accordingly~~liability company, asand wholly owned subsidiary of ~~November~~the 1Company (“Polomar Acquisition”), ~~2024~~and Polomar Pharmacy entered into an Agreement and Plan of Merger and Reorganization (the “Pharmacy Merger Agreement”), ~~there~~pursuant ~~were~~to 27which,~~657,679~~ ~~shares~~subject to the terms and conditions of ~~our~~the ~~common~~Pharmacy ~~stock~~Merger ~~issued~~Agreement, Polomar Acquisition merged with and ~~outstanding~~into Polomar Pharmacy, with Polomar Pharmacy continuing as the surviving company and a wholly owned subsidiary of the Company (the “Polomar Pharmacy Merger”). The Polomar Pharmacy Merger was completed on September 30, 2024.

InThe Polomar ~~addition~~Pharmacy Merger is considered a “reverse recapitalization” as the historical financial statements of the Company, the weaccounting ~~adopted~~acquirer, ~~our~~have ~~2024~~been ~~Equity~~substituted ~~and~~for ~~Incentive~~the historical financial statements of Trustfeed. As a result of the Polomar Pharmacy ~~Compensation~~Merger, ~~Plan~~the Company ceased commercializing the Pre-Existing Business.

~~Effective~~On October ~~December~~9, 122024, pursuant to the terms of the Pharmacy Merger Agreement, CWR returned 50,000,000 shares of Common Stock for cancellation. Also, in October 2024, pursuant to the terms of the Pharmacy Merger Agreement, the Company’s ~~trading~~issued an aggregate of 207,414,147 (pre-split) ~~symbol~~shares ~~was~~of ~~changed~~its ~~from~~Common ~~TRFE~~Stock to ~~PMHS~~the former Polomar Pharmacy members.

~~License Agreement~~3

~~On June 29, 2024, Trustfeed executed a Know How and~~Corporate Patent License Agreement (the “Agreement”) with Pinata Holdings, Inc., a Delaware corporation (“Pinata”), as restated and amended on January 9, 2025 (See Note 7 -Subsequent Events), to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, eletriptan, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). The license is worldwide, non-exclusive and non-transferable pursuant to the terms of the Agreement.Actions

~~The~~On October ~~Company~~10, ~~shall~~2024, bethe ~~obligated~~Company tofiled ~~pay~~Amended aand ~~royalty~~Restated ~~to Pinata~~Articles ~~ranging~~of ~~from~~Incorporation ~~ten percent~~ (~~10%~~the “Articles”) towith ~~twenty~~the ~~percent~~Secretary ~~(20%)~~of State of the ~~net~~State ~~sales~~of ~~from~~Nevada ~~products~~to ~~utilizing~~effect the IPfollowing ~~Rights containing the Ingredients.~~actions:

~~The Agreement has a perpetual term, subject to the~~1. ~~right~~To ofchange ~~either party to terminate (a) if~~ the ~~other~~name ~~party commits a material breach~~ of ~~its obligations under~~ the ~~Agreement~~Company ~~and~~from ~~fails~~Trustfeed ~~to cure~~Corp. ~~such breach and (b) at any time upon 180 days prior written notice~~ to ~~the~~Polomar ~~other~~Health ~~party~~Services, Inc.;

~~The Company’s wholly owned subsidiary, Polomar~~2. ~~Specialty~~To ~~Pharmacy,~~increase ~~LLC presently utilizes~~ the ~~licensed~~Company’s IPauthorized ~~rights~~shares inof ~~its~~“blank ~~inhalable~~check” ~~sildenafil~~preferred ~~products~~stock ~~and intends~~ to ~~use~~5,000,000; ~~the licensed IP rights for inhalable sumatriptan~~ and ~~oral GLP-1 receptor agonists.~~

~~Pinata~~3. To iseffect ana ~~affiliate~~reverse stock split with a ratio of ~~CWR~~1-for-10.

~~License~~On November ~~Agreement~~1, ~~Valuation~~2024, the Company effected the 1 for 10 reverse stock split. Accordingly, as of November 1, 2024, there were 27,657,679 shares of Common Stock issued and outstanding.

~~The Company believes that the IP rights will positively~~In ~~affect~~addition, the Company’s ~~revenue~~adopted ~~during~~its ~~the~~2024 ~~term~~Equity ~~of the Agreement. Assuming the U.S. Patent~~ and ~~Trademark~~Incentive ~~Office~~Compensation ~~grants patent protection to some or all of the IP Rights, then the Company can expect twenty years of statutory protection of the IP Rights~~Plan. ~~The Company anticipates that the use of the IP Rights could result in significant gross revenues from the sale of products utilizing the IP Rights.~~

~~Utilizing projected net revenues, after deducting~~Effective ~~contractual royalties and cost of goods sold, through~~ December 3112, ~~2029~~2024, ~~derived from~~ the IPCompany’s ~~Rights~~trading ~~that~~symbol ~~the~~was ~~Company~~changed isfrom ~~most~~TRFE ~~likely~~ to ~~utilize~~ ~~we determined that the license had a net present value of $9,735,000~~PMHS. We additionally took into consideration that while the term of the license is perpetual it is non-exclusive, the underlying intellectual property has not as of the date of this filing been granted patent protection by the U.S. Patent and Trademark Office and the license is terminable on one-hundred eighty (180) days notice by either party.

~~Our address is 10940 Wilshire Boulevard, Suite 1500,~~License ~~Los Angeles, CA 90024.~~Agreement

3On June 29, 2024, Trustfeed executed a Know How and Patent License Agreement (the “License Agreement”) with Pinata Holdings, Inc., a Delaware corporation (“Pinata”), as restated and amended on January 9, 2025, to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, eletriptan, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). The license is worldwide, non-exclusive and non-transferable pursuant to the terms of the License Agreement.

~~Smaller~~The Company ~~Reporting~~is ~~Company~~obligated to pay a royalty to Pinata ranging from ten percent (10%) to twenty percent (20%) of the net sales from products utilizing the IP Rights containing the Ingredients.

The ~~Company is a “smaller reporting company”~~ asLicense ~~defined~~Agreement inhas ~~Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as~~ a ~~smaller~~perpetual ~~reporting company~~term, ~~including: (1)~~subject ~~not being required~~ to ~~comply with~~ the ~~auditor~~right ~~attestation requirements~~ of ~~Section~~either ~~404(b)~~party ofto ~~the~~terminate ~~Sarbanes Oxley Act;~~ (2a) ~~scaled~~if ~~executive compensation disclosures; and (3)~~ the ~~requirement~~other toparty ~~provide~~commits ~~only~~a ~~two~~material ~~years~~ breach of ~~audited~~its ~~financial~~obligations ~~statements,~~under ~~instead~~the ofLicense ~~three~~Agreement ~~years.~~and ~~As long~~fails asto wecure ~~maintain~~such ~~our~~breach ~~status~~and as(b) aat ~~“smaller~~any ~~reporting~~time ~~company”,~~upon ~~these~~180 ~~exemptions~~days ~~will~~prior ~~continue~~written tonotice ~~be available~~ to the usother party.

~~Human~~The Company’s ~~Capital~~wholly owned subsidiary, Polomar Pharmacy, presently utilizes the licensed IP rights in its inhalable sildenafil products and intends to use the licensed IP rights for inhalable eletriptan and a metformin gummy.

As of May 16, 2025, we have two full time employees, two part time employees and one consultant, Terrence M. Tierney. Mr. Tierney oversees day-to-day and administration functions of the Company. As required, we will engage consultants to provide services to the Company, including regulatory, legal and corporate services. We expect to be subject to labor laws and regulations in the U.S. as we grow our operations. These laws and regulations would principally concern matters such as paid sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment.4

~~We presently do not have~~On ~~pension~~January 9, ~~health insurance~~2025, ~~annuity~~the orCompany ~~other~~entered ~~employee~~into ~~benefits;~~a ~~however,~~Restated weand ~~intend~~Amended toKnow ~~adopt~~How ~~some~~and orPatent ~~all~~License ofAgreement ~~such~~with ~~employee~~Pinata ~~benefits~~Holdings, inInc., (the ~~future~~“Restated Agreement”). ~~There~~The ~~are~~Restated ~~presently~~Agreement nowas ~~personal~~modified ~~benefits available~~ to ~~any~~include ~~officers,~~Polomar ~~directors,~~Pharmacy oras ~~employees.~~an ~~Our~~additional ~~employees~~party ~~are~~to ~~all~~the ~~based~~Restated Agreement inand the ~~United~~ ~~States,~~right ~~at our offices located in California, Florida or operating remotely. These employees oversee day-to-day operations~~ of the Company. ~~We are subject~~ to ~~labor~~sub-license ~~laws~~the ~~and~~licensed ~~regulations~~intellectual ~~that~~property ~~apply~~was toremoved ~~our~~from ~~employees~~the ~~located~~Restated ~~in our Florida and California offices~~Agreement. ~~These~~All ~~laws~~other ~~and~~material ~~regulations~~terms ~~principally concern matters such as pensions, paid annual vacation, paid sick days, length~~ of the ~~workday~~original ~~and~~agreement ~~work week,~~remain ~~minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment~~unchanged.

~~We believe we will be able~~Pinata tois ~~attract~~an ~~and~~affiliate ~~retain~~of ~~top talent by creating a culture that challenges and engages our employees, offering them opportunities to learn, grow and achieve their career goals~~CWR.

~~We believe that we provide~~License ~~competitive~~Agreement ~~compensation for our employees. We may also offer annual bonuses and stock-based compensation for eligible employees.~~Valuation

WeThe Company ~~aim~~believes tothat ~~provide~~the ~~our~~IP ~~employees with~~rights, ~~advanced~~licensed ~~professional~~to ~~and~~it ~~development~~by ~~skills~~the License Agreement, sowill ~~that~~positively ~~they~~affect ~~can~~the ~~perform~~Company’s ~~effectively~~revenue induring ~~their~~the ~~roles~~term ~~and~~of ~~build~~the ~~their~~License ~~capabilities~~Agreement. ~~and~~Assuming ~~career~~the ~~prospects~~USPTO ~~for~~grants patent protection to some or all of the ~~future~~IP Rights, then the Company can expect twenty years of statutory protection of the IP Rights.

WeThe Company ~~strive~~utilized the income approach to ~~encourage~~value ~~a diversity~~the ofintellectual ~~views~~property rights licensed from Pinata. The Company, based upon contractual obligations and sales projections provided to ~~create~~us anby ~~equal~~ForHumanity, ~~opportunity~~Inc. ~~workplace~~(see below), projected annual gross revenues through December 31, 2029. ~~None~~After deducting contractual royalties due to Pinata and cost of ~~our~~goods ~~employees~~sold ~~are~~we ~~represented~~determined bythat the license had a ~~labor~~net ~~union~~present orvalue of ~~covered~~$9,735,000. We additionally took into consideration that while the term of the license is perpetual it is non-exclusive, the underlying intellectual property has not as of the date of this filing been granted patent protection by the USPTO and the license is terminable aon ~~collective~~one-hundred ~~bargaining~~eighty ~~agreement~~(180) days notice by either party. WeThe ~~consider~~Company ~~our~~has ~~relationship~~elected ~~with~~to accelerate the amortization of our ~~employees~~intangible assets and have reduced the carry value to bezero ~~satisfactory~~as more fully set forth below.

~~Item~~We 1Ahave experienced significant delays in bringing the licensed products to market including delays in sourcing active pharmaceutical ingredients, particularly eletriptan, manufacturing, completing required stability and sterility testing, and delays in conducting and completing clinical trials. ~~Risk~~As ~~Factors~~a result of these delays the launch date for our inhaled sildenafil product has been pushed back to late Q2 2026, with our metformin gummy expected in late Q3 2026 and inhaled eletriptan in early Q4 2026. Additionally, our marketing partner, ForHumanity Health, Inc. (“FHH”) has expressed concerns regarding efficacy of the inhaled sildenafil product and has elected not to pursue an agreement to market the metformin gummy, additionally as of the date of this filing FHH has advised the Company of their intent to terminate and rescind the Product Fulfillment and Distribution Agreement in effect between the parties (See Note 8 – Subsequent Events). While we seek to market and distribute the inhaled sildenafil and metformin gummies with our other telehealth partners, we cannot guarantee that we will be able to timely and successfully implement our sales and distribution strategies, as a result of these uncertainties and other market conditions we have elected to accelerate the amortization of our intangible assets.

~~This Annual Report on Form 10-K contains forward-looking~~FORHumanity statements that involve risks and uncertainties. Our business, operating results, financial performance, and share price may be materially adversely affected by a number of factors, including but not limited to the following risk factors, any one of which could cause actual results to vary materially from anticipated results or from those expressed in any forward-looking statements made by us in this Annual Report on Form 10-K or in other reports, press releases or other statements issued from time to time. Additional factors that may cause such a difference are set forth elsewhere in this Annual Report on Form 10-K. Forward-looking statements speak only as of the date of this report. We do not undertake any obligation to publicly update any forward-looking statements.Agreement

4On March 11, 2025, Polomar executed a Product Fulfillment and Distribution Agreement, effective on March 12, 2025, as amended on March 17, 2025, and Amended and Restated on August 19, 2025 and as amended on September 23, 2025, and December 8, 2025 with ForHumanity, Inc., a Delaware corporation (“ForHumanity”) and Island Group 40, LLC (“IG4”), (collectively, the “ForHumanity Agreement”).

~~Risks~~The ~~Related~~ForHumanity Agreement allows ForHumanity to ~~Our~~exclusively ~~Business~~market (through April 30, 2026), Polomar’s previously licensed, patent pending, inhalable sildenafil, marketed as VigorAir™. (While sildenafil and ~~Financial~~eletriptan ~~Status~~have been approved by the FDA for prescription use in an oral form and both medications are generally regarded as safe, the FDA has not approved our inhalable compounded formulation. Pursuant to the ForHumanity Agreement, Polomar shall be solely responsible for fulfilling valid prescriptions for the above-referenced medications through Polomar Specialty Pharmacy. IG4 provides account management services on behalf of Polomar.

WeThe ~~are~~ForHumanity aAgreement ~~development~~incorporates ~~stage~~the ~~company with a limited~~following ~~operating~~material ~~history, making it difficult for you to evaluate our business and your investment.~~terms:

~~Our~~● ~~operations~~The ~~are~~license ~~subject~~is tofor ~~all~~an initial term of ~~the~~forty-two ~~risks~~months ~~inherent in~~and may be automatically renewed for additional terms provided ForHumanity meets certain revenue commitments prior to the ~~establishment~~end of the initial term. ● In exchange for a ~~new~~guaranteed ~~business~~payment ~~enterprise~~of $750,000 ~~including~~($550,000 ~~but~~of which has been received by Polomar as of December 31, 2025), Polomar has granted ForHumanity exclusivity to market VigorAir to potential customers through June 30, 2026. The Company may terminate the ForHumanity Agreement upon ninety (90) days written notice if average monthly sales do not ~~limited~~meet or exceed $100,000 per month for the period January 1 through July 31, 2026. Exclusivity may be extended through December 31, 2026, provided ForHumanity provides at least $1,750,000 in gross revenue to Polomar during the ~~absence~~period ofstay anon ~~operating~~January ~~history~~1, ~~lack~~2026, through June 30, 2026. The ForHumanity Agreement provides for additional exclusivity extensions upon ForHumanity meeting increased revenue goals to Polomar. ● ForHumanity launched test marketing of ~~fully-developed or~~VigorAir ~~commercialized~~in ~~products~~November 2025. In December 2025 the Company, ForHumanity and ~~services~~Altanine, ~~insufficient~~Inc., ~~capital~~the parent of Pinata, ~~expected~~Inc. ~~substantial~~sponsored additional clinical trials of our inhaled sildenafil. Preliminary trial results were received by the Company on February 12, 2026, and ~~continual~~complete ~~losses~~results ~~for~~of the ~~foreseeable~~clinical ~~future~~trial were received on February 28, ~~limited experience~~2026 in(See ~~dealing~~Note ~~with~~8 ~~regulatory~~– ~~issues~~Subsequent Events). ● As of the date of filing of the Company’s Annual Financial Statement on Form 10-K, ~~lack~~we have been advised by ForHumanity Health, Inc. (“FHH”) that they have suspended sales of VigorAir, their branded version of our licensed inhalable sildenafil product. The Parties have been engaged in ongoing discussions to resolve issues regarding product manufacturing, ~~and~~testing delays, marketing ~~experience~~challenges and delays associated with ongoing clinical trials. The Company has granted FHH forbearance on the $200,000 ~~need~~payment tothat ~~rely~~was due the Company on ~~third~~January ~~parties~~9, ~~for~~2026, while we attempt to resolve the ~~development and~~respective ~~commercialization~~parties’ ofconcerns ~~our~~. ~~proposed~~On ~~products~~April 23, a2026, ~~competitive~~ForHumanity ~~environment~~advised ~~characterized~~the byCompany ~~well-established~~of their intent to terminate and ~~well-capitalized~~rescind ~~competitors~~ the Product Fulfillment and ~~reliance~~Distribution onAgreement ~~key~~in ~~personnel~~effect between the parties (See Note 8 – Subsequent Events).

~~We may not be successful in carrying out our business~~Merger ~~objectives.~~with ~~The~~Altanine ~~revenue and income potential of our business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business~~Inc. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan, or if initially successful, in thereafter generating material operating revenues or in achieving profitable operations.

~~Since~~On July ~~inception~~23, we2025, ~~have~~the ~~not~~Company, ~~established~~Polomar ~~any~~Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger ~~material~~Sub”) and ~~recurring~~Altanine ~~revenues~~Inc., ora ~~operations~~Nevada ~~that~~corporation ~~will~~(“Altanine”), ~~provide~~entered ~~financial~~into ~~stability~~an inAgreement and Plan of Merger and Reorganization (the ~~long~~“Altanine ~~term~~Merger Agreement”), pursuant to which, subject to the terms and ~~there~~conditions ~~can~~of bethe noAltanine ~~assurance~~Merger ~~that~~Agreement, weMerger Sub will ~~realize~~merge ~~our~~with ~~plans~~and oninto ~~our~~Altanine, ~~projected~~with ~~timetable~~Altanine continuing as the surviving company (orthe at“Surviving ~~all~~Company”) and ina ~~order~~wholly toowned ~~reach~~subsidiary ~~sustainable~~of orthe ~~profitable~~Company ~~operations~~(the “Altanine Merger”).

Investors are subject to all the risks incident to the creation and development of a new business and each investor should be prepared to withstand a complete loss of his, her or its investment. Furthermore, the accompanying financial statements have been prepared assuming that we will continue as a going concern. We have not emerged from the development stage and may be unable to raise further equity. These factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.5

~~Even~~At the ifeffective wetime ~~successfully~~of ~~develop~~the ~~and~~Altanine ~~market~~Merger ~~our~~(the ~~products and~~“Altanine ~~business~~Effective ~~plan~~Time”), weeach ~~may~~one ~~not~~share ~~generate~~of ~~sufficient~~Altanine orcommon ~~sustainable~~stock ~~revenue~~shall be toautomatically ~~achieve~~converted orinto ~~sustain~~the ~~profitability,~~right ~~which~~to ~~could~~receive ~~cause~~one usshare ~~to cease~~of ~~operations~~Common ~~and~~Stock ~~cause~~of ~~you~~the toCompany, ~~lose~~and ~~all~~each one share of ~~your~~Altanine ~~investment.~~preferred stock ~~Because~~shall webe ~~are~~automatically ~~subject~~converted into the right to ~~these~~receive ~~risks,~~one ~~you~~share ~~may~~of ~~have~~Company apreferred ~~difficult~~stock, ~~time~~in ~~evaluating our~~each ~~business~~case ~~and~~subject ~~your~~to ~~investment~~adjustment (collectively, inthe ~~our~~“Altanine ~~Company~~Exchange Ratio”).

WeFollowing the consummation of the Altanine Merger, former common stockholders of Altanine are atexpected to own an ~~early~~aggregate ~~stage~~of approximately 80% of ~~marketing~~the then-issued and ~~sales~~outstanding shares of Common Stock of the Company and current common stockholders of the Company are expected to own an aggregate of approximately 20% of the then-issued and outstanding shares of Common Stock of the Company. The Company also agreed to assume Altanine’s existing incentive plan, and all outstanding options granted by Altanine, as adjusted by the Altanine Exchange Ratio. Additionally, at the Altanine Effective Time, all unexercised and weunexpired ~~have~~warrants ~~limited~~to ~~sales~~purchase ~~history~~shares of Altanine common stock or preferred stock, then outstanding shall be converted into and become a warrant to purchase the Company’s Common Stock, as adjusted by the Altanine Exchange Ratio.

~~Our~~The Company ~~efforts~~agreed ~~may~~to ~~not~~assume ~~lead~~all tounconverted ~~commercially~~and ~~successful products,~~unexpired ~~for~~promissory anotes ~~number~~ of ~~reasons~~Altanine, ~~including~~except that: the conversion terms will be adjusted for the Altanine Exchange Ratio and such notes will be convertible into the Company’s Common Stock.

●Immediately following ~~our~~the ~~products~~closing ~~and~~of ~~services~~the ~~may~~Altanine ~~not~~Merger (the “Altanine Closing”), the composition of the Board shall be ~~accepted~~comprised of four appointees by Altanine, who shall initially be George Hornig, George Caruolo, Alexandra Peterson, and Gabrielle Toledano, and one appointee by the ~~individuals~~Company, orwho ~~commercial~~shall ~~customers~~initially be Gabriel Del Virginia. Furthermore, the Board shall (a) appoint George Hornig as the Chairman of the Board, (b) accept the resignation of Terrence M. Tierney as Chief Executive Officer and President; (c) appoint Charles Andres, Jr., Altanine’s current Chief Executive Officer (“CEO”), as the CEO of the Company; and (d) appoint Mr. Tierney as Executive Vice President and Chief Administrative Officer. Mr. Tierney will continue in the role of Secretary.

●The Altanine weMerger ~~may~~Agreement ~~not~~contains ~~have~~covenants ~~adequate~~of ~~financial~~the orparties, ~~other~~including: ~~resources~~(a) the requirement to ~~complete~~take all reasonable steps to consummate the ~~commercialization~~Altanine Merger, (b) restrictions on the conduct of ~~our~~the ~~products~~Company’s and ~~services~~Altanine’s respective businesses; (c) to use commercially reasonable efforts to prepare and ~~our~~submit ~~services~~a ~~may~~listing ~~not~~application to Nasdaq for the Surviving Company and to cause the Company’s Common Stock to be ~~accepted~~approved orfor ~~may~~listing ~~have~~(the ~~significant~~“Nasdaq ~~competition~~Listing Application”); (d) for the Company to use its best efforts to enter into an Equity Credit Line in a minimum amount of $25 million at terms to be mutually agreeable to the ~~marketplace~~Company and Altanine; and (e) for the Company to adopt an amended Independent Director Compensation Policy to be in effect as of the Altanine Closing in form and substance agreeable to Altanine.

●The Altanine IfClosing ~~sales~~is ~~are~~subject ~~delayed~~to certain conditions, weincluding ~~may~~(i) ~~have~~the Company having obtained the affirmative written consent of a supermajority of its disinterested stockholders in favor of the adoption of the Altanine Merger Agreement and the transactions contemplated thereby, (ii) subject to ~~raise~~certain ~~additional~~materiality ~~capital~~exceptions, the accuracy of the representations and warranties made by each of the Company and Altanine and the compliance by each of the Company and Altanine with their respective obligations under the Altanine Merger Agreement, (iii) approval of the transactions contemplated by the Altanine Merger Agreement by any third-parties and governmental entities as may be required by law, (iv) the absence of any law or ~~reduce~~judgment prohibiting or ~~cease~~making ~~our~~the ~~operations~~Altanine Merger unlawful, (v) the receipt of a PCAOB compliant audit of Altanine for the fiscal years ending December 31, 2025 and 2024 and required unaudited financial statements under applicable rules of the SEC.

WeAs of ~~may~~the ~~never~~date ~~become~~of ~~profitable~~this filing the Altanine Merger has not closed.

~~To become profitable, we must successfully market~~Our ~~and~~address ~~expand~~is ~~our~~32866 ~~existing~~US ~~and planned products and services~~Hwy. We19 ~~may never have any significant recurring revenues or become profitable. In order to become profitable~~N, ~~broad~~Palm ~~acceptance of compounding pharmaceutical services is necessary to make them profitable~~Harbor, ~~and~~FL ~~there can be no assurance that we will attain this goal~~34684.

~~If we fail to obtain additional financing, we may be unable to complete the roll-out of our business and services.~~6

~~Our operations will consume substantial amounts of~~Smaller ~~cash.~~Reporting We expect that our monthly cash used by operations will continue to increase for the next several years. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, commercial acceptance of our products, our operating performance and the terms of our existing indebtedness. We cannot assure you that we will be able to raise additional funds on terms favorable to us or at all. If we raise additional funds through the sale of equity or convertible debt securities, the ownership percentage of then existing stockholders will be reduced. In addition, any such transaction may dilute the value of our common stock. We may have to issue securities that have rights, preferences and privileges that rank senior to those of our common stock. The terms of any additional indebtedness may include restrictive financial and operating covenants that would limit our ability to compete and expand. Our failure to obtain any required future financing could materially and adversely affect our financial condition. If we do not obtain adequate short-term working capital and permanent financing, we would have to curtail the roll-out of our business and services and adopt an alternative operating model to continue as a going concern.Company

5The Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”, these exemptions will continue to be available to us.

~~Business or economic disruptions or global health~~Human ~~concerns could seriously harm our business.~~Capital

~~Broad-based business or economic disruptions could~~As ~~adversely~~of ~~affect~~December ~~our~~31, ~~business. For example~~2025, inwe ~~December~~have ~~2019~~six anfull ~~outbreak~~time ~~of a novel strain of coronavirus originated in Wuhan~~employees, ~~China,~~ and ~~has~~two ~~since~~part ~~spread~~time ~~around the world~~employees. ToAs ~~date~~necessary, ~~this~~we ~~outbreak~~will ~~has~~engage ~~already~~consultants ~~resulted~~to inprovide services ~~extended~~to ~~shutdowns of businesses around~~ the ~~world~~Company, including inregulatory, ~~the~~legal ~~United~~and ~~States~~corporate services. We ~~believe~~expect ~~the~~to ~~scope~~be ~~and~~subject ~~severity~~to oflabor ~~business~~laws ~~shutdowns or disruptions has been significant,~~ and asregulations wein ~~and~~ the ~~third~~U.S. ~~parties~~as ~~with whom~~ we ~~engage,~~grow ~~including~~ our ~~suppliers~~operations. ~~and~~These ~~customers~~laws and ~~other~~regulations ~~third~~would ~~parties~~principally ~~with~~concern ~~whom~~matters wesuch ~~conduct~~as ~~business or~~paid ~~intend~~sick ~~to conduct business~~days, ~~experience~~length ~~shutdowns~~of orthe workday ~~other~~and ~~business~~work ~~disruptions~~week, ~~our~~minimum ~~ability~~wages, toovertime ~~conduct~~pay, ~~our~~insurance ~~business~~for ~~will~~work-related ~~likely~~accidents, ~~be materially~~severance pay and ~~negatively~~other ~~impacted~~conditions of employment.

We presently do not have pension, health insurance, annuity or other employee benefits; however, we intend to adopt some or all of such employee benefits in the future. There are presently no personal benefits available to any officers, directors, or employees. Our employees are all based in the United States, at our offices located in Florida, California and New York or operating remotely. These employees oversee day-to-day operations of the Company. We are subject to ~~significant~~labor ~~related~~laws ~~party~~and regulations that apply to our employees located in our ~~short~~Florida, ~~term~~California ~~debt~~and New York offices. These laws and ~~other~~regulations ~~current~~principally ~~liabilities~~concern matters such as pensions, ~~which~~paid weannual ~~may~~vacation, paid besick ~~unable~~days, tolength ~~repay~~of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment.

We ~~have accrued liabilities, including related party~~ ~~short-term~~believe ~~loans~~we ~~payable~~will ~~and~~be other liabilities of over $500,000 as of June 2024, pro forma to take into account the Acquisition. We also expect to incur additional indebtedness from time to time to fund operations, which may come from affiliates. Our operations are not currently able to ~~generate~~attract ~~sufficient cash flows to meet our payable~~ and ~~other~~retain ~~liabilities,~~top ~~which~~talent ~~could~~by ~~reduce~~creating ~~our~~a ~~financial~~culture ~~flexibility,~~that ~~increase interest~~challenges ~~expenses,~~ and ~~adversely~~engages ~~impact~~ our ~~operations.~~employees, Weoffering ~~may not generate sufficient cash flow from operations to enable us to repay~~them ~~this~~opportunities ~~indebtedness and~~ to ~~fund other liquidity needs~~learn, ~~including~~grow ~~capital~~and ~~expenditure~~achieve ~~requirements.~~their ~~Such~~career ~~indebtedness could affect our operations in several ways, including the following:~~goals.

●We believe athat ~~significant~~we ~~portion~~provide ofcompetitive compensation for our ~~cash~~employees. ~~flows~~We ~~could~~may bealso ~~required~~offer toannual bebonuses ~~used~~and tostock-based ~~service~~compensation ~~such~~for eligible ~~indebtedness~~employees.

●We aim ato ~~high~~provide ~~level~~our ofemployees ~~indebtedness~~with ~~could~~advanced ~~increase~~professional ~~our~~and ~~vulnerability~~development toskills, ~~general~~so ~~adverse~~that ~~economic~~they can perform effectively in their roles and build ~~industry~~their ~~conditions~~capabilities and career prospects for the future.

●We strive ~~any~~to ~~covenants~~encourage ~~contained~~a indiversity ~~the~~of ~~agreements~~views ~~governing~~and ~~such~~to ~~outstanding~~create ~~indebtedness~~an ~~could~~equal ~~limit~~opportunity workplace. None of our ~~ability~~employees toare ~~borrow~~represented ~~additional~~by ~~funds,~~a ~~dispose~~labor union ofor ~~assets,~~covered ~~pay~~by ~~dividends~~a ~~and~~collective ~~make~~bargaining ~~certain~~agreement. ~~investments~~We consider our relationship with our employees to be satisfactory.

●Item 1A. aRisk high level of indebtedness may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, our competitors may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing.Factors

●This Annual ~~debt~~Report ~~covenants~~on ~~may~~Form ~~affect~~10-K ~~our~~contains ~~flexibility~~forward-looking instatements ~~planning~~that ~~for~~involve risks and uncertainties. Our business, operating results, financial performance, and ~~reacting~~share price may be materially adversely affected by a number of factors, including but not limited to the following risk factors, ~~changes~~any one of which could cause actual results to vary materially from anticipated results or from those expressed in ~~the~~any ~~economy~~forward-looking ~~and~~statements made by us in ~~our~~this ~~industry~~Annual Report on Form 10-K or in other reports, ifpress releases or other statements issued from time to time. Additional factors that may cause such a difference are set forth elsewhere in this Annual Report on Form 10-K. Forward-looking statements speak only as of the date of this report. We do not undertake any; ~~and~~obligation to publicly update any forward-looking statements.

●Risks Related ~~any ability~~ to ~~convert~~Our orBusiness ~~exchange~~and ~~such~~Financial ~~indebtedness for equity in the Company can cause substantial dilution to existing stockholders of the Company.~~Status

~~Our~~We are ~~competitors~~a ~~may~~development ~~develop~~stage ~~and~~company ~~market~~with ~~products that~~a ~~are~~limited ~~less~~operating ~~expensive~~history, ~~than~~making it difficult for you to evaluate our ~~product~~business ~~candidates~~and your investment.

~~The~~Our operations ~~markets~~are insubject ~~which~~to weall ~~operate~~of ~~and~~the ~~intend~~risks toinherent ~~operate are~~in ~~highly~~the ~~competitive.~~establishment Itof isa ~~possible~~new ~~that~~business ~~our~~enterprise, ~~competitors~~including ~~will~~but ~~develop~~not ~~and~~limited ~~market~~to the ~~products~~absence ~~and~~of ~~services~~a ~~that~~significant ~~are~~operating ~~less expensive~~history, ~~more effective~~lack orof ~~safer~~fully-developed ~~than~~or ~~our~~commercialized ~~existing and planned~~ products and services, orinsufficient capital, ~~that~~expected ~~will~~substantial ~~render~~and ~~our~~continual ~~offerings~~losses ~~obsolete.~~for Wethe ~~expect~~foreseeable ~~that~~future, ~~competition from~~limited ~~companies~~experience in ~~this~~dealing ~~sector~~with ~~will~~regulatory ~~increase.~~issues, lack ~~Many~~ of ~~these~~manufacturing ~~competitors~~and ~~have~~marketing ~~substantially greater financial~~experience, ~~technical,~~need ~~research~~to ~~and~~rely ~~other resources~~on ~~than~~third weparties ~~do.~~for Wethe ~~may~~development ~~not~~and ~~have~~commercialization ~~the~~of ~~financial~~our proposed ~~resources~~products, ~~technical~~a ~~and~~competitive ~~research~~environment ~~expertise~~characterized orby ~~marketing,~~well-established ~~distribution~~and orwell-capitalized ~~support capabilities~~competitors toand ~~compete~~reliance ~~successfully~~on key personnel.

We may not be successful in carrying out our business objectives. The revenue and income potential of our business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an ~~unproven~~investor to assess the likelihood that we will be successful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan, or if initially successful, in thereafter generating material operating revenues or in achieving profitable operations.

WeSince inception, we have annot ~~unproven~~established ~~business~~any ~~plan~~material and dorecurring ~~not~~revenues ~~expect to~~or beoperations ~~profitable~~that ~~for~~will ~~the~~provide ~~next~~financial ~~several~~stability ~~years. Before investing~~ in ~~our~~the ~~securities~~long term, ~~you~~and ~~should~~there ~~consider~~can ~~the~~be ~~challenges,~~no ~~expenses~~assurance ~~and difficulties~~ that we will ~~face~~realize asour anplans ~~early-stage~~on ~~company~~our ~~seeking~~projected totimetable ~~develop~~(or ~~and~~at ~~manufacture~~all) ~~new~~in ~~products~~order to reach sustainable or profitable operations.

WeInvestors are ~~have~~subject ato ~~history~~all the risks incident to the creation and development of ~~net~~a ~~losses~~new business, and ~~anticipate~~each investor should be prepared to withstand a complete loss of his, her or its investment. Furthermore, the accompanying financial statements have been prepared assuming that we will continue as a going concern. We have not emerged from the development stage and may be unable to ~~incur~~raise ~~net~~further ~~losses~~equity. ~~for~~These factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the ~~foreseeable~~outcome ~~future~~of this uncertainty.

WeEven if ~~have~~we asuccessfully ~~history~~develop ofand ~~losses~~market our products and ~~anticipate~~business ~~that~~plan, we ~~will~~may ~~continue~~not generate sufficient or sustainable revenue to achieve ~~incur~~or ~~net~~sustain ~~losses~~profitability, ~~for~~which ~~the~~could ~~foreseeable~~cause ~~future.~~us ~~Our~~to ~~net~~cease ~~losses~~operations ~~were~~and ~~$1,341,333~~cause ~~and~~you ~~$587,997~~to ~~for~~lose ~~the~~all ~~years~~of ~~ended~~your ~~December~~investment. ~~31,~~Because ~~2024,~~we ~~and~~are ~~2023,~~subject ~~respectively.~~to Asthese ofrisks, ~~December~~you ~~31,~~may ~~2024,~~have wea ~~had~~difficult antime ~~accumulated~~evaluating ~~deficit~~our ofbusiness ~~$2,911,163~~and your investment in our Company.

~~Viable~~We are ~~markets~~at ~~for~~an ~~our~~early ~~products~~stage ~~may~~of ~~never~~marketing ~~develop~~and sales, ~~may~~ ~~take~~and ~~longer to develop than~~ we ~~anticipate~~have orlimited ~~may~~sales ~~not be sustainable~~history.

~~We must be able to develop additional commercially~~Our ~~viable~~efforts ~~products for our business to succeed. If a viable market fails to develop or develops more slowly than we anticipate, we~~ may ~~be unable~~not tolead ~~recover the losses we will have incurred~~ to ~~develop~~commercially ~~our~~successful products ~~and may be unable to achieve profitability. We will need to develop adequate marketing capabilities in order to sell our products. In addition~~, ~~the~~for ~~development of~~ a ~~viable~~number ~~market for our products may be impacted by many factors which are partly or totally out~~ of ~~our control~~reasons, including that:

● ~~the~~our ~~cost~~products ~~competitiveness~~and ofservices ~~our~~may ~~products~~not be accepted by the individuals or commercial customers;

● ~~consumer~~we ~~reluctance~~may not have adequate financial or other resources to ~~try~~complete athe ~~new~~commercialization ~~product~~of our products and services; and our services may not be accepted or may have significant competition in the marketplace.

● ~~consumer~~If ~~perceptions~~sales ofare ~~our~~delayed, ~~products’~~we ~~safety~~may have to raise additional capital or ~~efficacy~~reduce or cease our operations.

We may ~~not~~never ~~meet~~become ~~our development and commercialization milestones~~profitable.

~~We have established development and commercialization~~To ~~milestones~~become ~~that~~profitable, we ~~use~~must tosuccessfully ~~assess~~market ~~our~~and ~~progress~~expand ~~toward~~our ~~developing~~existing aand ~~commercially~~planned ~~viable~~products ~~business~~and services. We ~~cannot~~may ~~assure~~never ~~you~~have ~~that~~any ~~we will successfully~~significant ~~achieve~~recurring ~~our~~revenues ~~milestones in the future~~ or ~~that~~become ~~any~~profitable. ~~failure~~In order to ~~achieve~~become ~~these~~profitable, ~~milestones~~broad ~~will~~acceptance ~~not~~of ~~result~~compounding inpharmaceutical ~~potential~~services ~~competitors~~is ~~gaining~~necessary ~~advantages in our target market. Failure~~ to ~~meet~~make ~~our~~them ~~commercialization~~profitable, ~~milestones~~and ~~might~~there ~~have~~can abe ~~material~~no ~~adverse~~assurance ~~effect~~that onwe ~~our~~will ~~operations and~~attain ~~the~~this ~~value of our stock~~goal.

~~Our~~If we ~~business~~fail ~~depends~~to onobtain ~~retaining~~additional ~~and~~financing, ~~attracting highly~~we ~~capable~~may ~~management~~be ~~and~~unable ~~operating~~to ~~personnel~~complete the roll-out of our business and services.

Our operations ~~success~~have ~~depends~~historically inand ~~large~~are ~~part~~expected onto continue to consume substantial amounts of cash. We expect that our ~~ability~~monthly ~~to retain~~cash ~~and~~used ~~attract~~by ~~qualified~~operations ~~management~~will ~~and~~continue ~~operating~~to ~~personnel~~increase for the next several years. ToOur ~~retain~~ability ~~and~~to ~~attract~~obtain ~~key~~additional ~~personnel,~~financing wewill ~~plan~~be subject to ~~use~~a ~~various~~number ~~measures~~of factors, including ~~employment~~market ~~agreements~~conditions, commercial aacceptance ~~stock~~of ~~incentive~~our ~~plan~~products, our operating performance and ~~incentive~~the ~~payments~~terms ~~for~~of ~~key~~our ~~employees~~existing indebtedness. ~~These~~We ~~measures~~cannot ~~may~~assure ~~not~~you that we will be ~~enough~~able to ~~retain~~ ~~and~~raise ~~attract~~additional ~~the~~funds ~~personnel~~on weterms ~~need~~favorable to us or toat ~~offset~~all. ~~the~~If ~~impact~~we onraise ~~our~~additional ~~business~~funds ofthrough the ~~loss~~sale of equity or convertible debt securities, the ~~services~~ownership percentage of ~~key~~then ~~officers~~existing orstockholders ~~employees~~will be reduced. In addition, any such transaction may dilute the value of our common stock. We ~~could~~may ~~face~~have ~~difficulty~~to ~~hiring~~issue securities that have rights, preferences and ~~retaining~~privileges ~~qualified~~that ~~management~~rank senior to those of our common stock. The terms of any additional indebtedness may include restrictive financial and operating ~~personnel~~covenants that would limit our ability to compete and expand. Our failure to obtain any required future financing could materially and adversely affect our financial condition. If we ~~are~~do ~~unable~~not toobtain ~~recruit,~~adequate ~~hire~~short-term working capital and permanent financing, ~~develop~~we would have to curtail the ~~and~~roll-out ~~retain~~of aour ~~talented,~~business ~~competitive~~and ~~work~~services ~~force,~~and weadopt ~~may~~an ~~not~~alternative beoperating ~~able~~model to ~~meet~~continue ~~our~~as ~~strategic~~a ~~business~~going ~~objectives~~concern.

~~We may be unable to manage rapid growth effectively.~~8

~~We expect to enter a period of growth, which will~~Business ~~place~~or aeconomic ~~significant~~disruptions ~~strain~~or onglobal ~~our~~health ~~senior~~concerns management team and our financial and other resources. Our proposed expansion will expose us to increased competition, greater overhead, marketing and support costs and other risks associated with the commercialization of a new product. Our ability to manage our growth effectively will require us to continue to improve our operations and our financial and management information systems and to train, motivate and manage our employees. Difficulties in effectively managing the budgeting, forecasting and other process control issues presented by such a rapid expansion could seriously harm our business~~, prospects, results of operations and financial condition~~.

7Broad-based business or economic disruptions could adversely affect our business. For example, in December 2019 an outbreak of a novel strain of coronavirus originated in Wuhan, China, and has since spread around the world and resulted in extended shutdowns of businesses around the world, including in the United States. Future shutdowns or disruptions, and their scope and severity may be significant, and as we and the third parties with whom we engage, including our suppliers and customers and other third parties with whom we conduct business or intend to conduct business, could experience shutdowns or other business disruptions, our ability to conduct our business will likely be materially and negatively impacted.

~~Credit~~We are ~~market~~subject ~~volatility~~to ~~and~~significant ~~illiquidity~~related ~~may affect~~party ~~our~~short ~~ability~~term todebt ~~raise~~and ~~capital~~other tocurrent ~~finance~~liabilities, ~~our~~which ~~operations,~~we ~~manufacturing~~may ~~expansion~~be ~~and~~unable ~~growth~~to repay.

~~The~~We have ~~credit~~accrued ~~markets~~liabilities, ~~have~~including ~~remained~~related ~~illiquid~~party ~~despite injections~~short-term ofloans ~~capital~~payable byand ~~the~~other ~~Federal~~liabilities ~~government~~of ~~and~~over ~~foreign governments~~$625,000 ~~and~~as ~~banks~~of ~~and~~December ~~other lenders~~31, ~~such~~2025. asWe ~~equipment~~also ~~leasing~~expect ~~companies, have~~to ~~significantly~~incur ~~increased~~additional ~~credit~~indebtedness ~~requirements~~from ~~and~~time ~~reduced~~to ~~the~~time ~~amounts~~to ~~available~~fund tooperations, ~~borrowers.~~which may ~~Companies~~come ~~with~~from ~~low~~affiliates. ~~credit~~Our ~~ratings~~operations ~~may~~ are not ~~have~~currently ~~access~~able to ~~the~~generate ~~debt~~sufficient ~~markets~~cash ~~until~~flows ~~liquidity~~to ~~improves,~~meet ifour atpayable ~~all.~~and Ifother ~~current~~liabilities, which ~~credit~~could ~~market~~reduce ~~conditions~~our dofinancial ~~not~~flexibility, ~~improve~~increase interest expenses, weand adversely impact our operations. We may not generate sufficient becash ~~able~~flow from operations to ~~access~~enable ~~debt~~us orto ~~leasing~~repay ~~markets~~this indebtedness and to ~~finance~~fund ~~our~~other ~~plant~~liquidity ~~expansion~~needs, ~~plans~~including capital expenditure requirements. Such indebtedness could affect our operations in several ways, including the following:

~~Risks~~● ~~Related~~a significant portion of our cash flows could be required to ~~Our~~be ~~Intellectual~~used ~~Property~~to service such indebtedness.

We● ~~are~~a ~~substantially~~high ~~dependent~~level ~~on licensed patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to our rights or the rights~~ of ~~others~~indebtedness ~~may~~could ~~result~~increase in our ~~payment~~vulnerability ~~of significant monetary damages and/or royalty payments, negatively impact our ability~~ to ~~sell~~general ~~current or~~adverse ~~future~~economic ~~products, or prohibit us from enforcing our patent~~ and ~~other~~industry ~~proprietary rights against others~~conditions.

We● are and will continue to be materially dependent on a combination of licensed patents, trade secrets, and trademarks, non-disclosure and non-competition agreements, and other intellectual property protections which will enable us to maintain our proprietary competitiveness. We may also be subject to patent litigation. Patent litigation against us can result in significant damage awards and injunctions that could prevent our manufacture and sale of affected products or require us to pay significant royalties in order to continue to manufacture or sell affected products. At any ~~given~~covenants ~~time, we~~contained ~~could potentially be involved as a plaintiff and/or as a defendant~~ in ~~a number of patent infringement and/or other contractual or intellectual property related actions,~~ the ~~outcomes~~agreements ofgoverning ~~which may not be known for prolonged periods of time. While it is not possible to predict the outcome of~~ such ~~litigation,~~outstanding weindebtedness ~~acknowledge the possibility that any such litigation~~ could ~~result~~limit in our ~~payment of significant monetary damages and/or royalty payments, negatively impact our~~ ability to ~~sell~~borrow ~~current~~additional ~~or future products~~funds, ordispose ~~prohibit~~of ~~us from enforcing our patent and proprietary rights against others~~assets, ~~which~~pay ~~would~~dividends ~~have a material adverse effect on the financial condition of our business~~ and onmake ~~our business~~certain ~~operations~~investments.

~~While~~● wea ~~intend~~high tolevel ~~defend~~of ~~against~~indebtedness ~~any~~may ~~threats~~place tous ~~our intellectual~~at ~~property,~~a ~~including~~competitive ~~our~~disadvantage ~~patents,~~compared ~~trade secrets, and trademarks, and while we intend~~ to ~~defend against any actual or threatened breaches of~~ our ~~non-disclosure~~competitors ~~and non-competition agreements, we may not adequately protect our intellectual property or enforce such agreements. Further, patent or trademark applications currently pending~~ that are ~~owned~~less byleveraged usand, ~~may not result in patents or trademarks being issued to us~~therefore, ~~patents~~our orcompetitors ~~trademarks issued to or licensed by us in the past or in the future~~ may be ~~challenged~~able orto ~~circumvented~~take byadvantage ~~competitors and~~of ~~such~~opportunities ~~patents~~that orour ~~trademarks~~indebtedness may beprevent ~~found~~us ~~invalid,~~from ~~unenforceable or insufficiently broad to protect our proprietary advantages~~pursuing.

~~Competitors~~● ~~may~~debt ~~harm~~covenants ~~our~~may ~~sales~~affect ~~by designing products or offering services that mirror the capabilities of~~ our ~~products,~~flexibility orin ~~the~~planning ~~technology contained therein~~for, ~~without~~and ~~infringing~~reacting ~~our intellectual property rights. If we are unable~~ to ~~protect our intellectual property~~, itchanges ~~could~~in ~~have~~the aeconomy ~~material~~and ~~adverse~~in ~~effect on~~ our ~~financial~~industry, ~~condition and~~if ~~business~~any; ~~operations.~~and

We● ~~may~~any beability ~~unable~~ to ~~adequately~~convert ~~prevent~~or ~~disclosure of~~exchange ~~trade~~such ~~secrets~~indebtedness ~~and~~for ~~other~~equity ~~proprietary~~in ~~information~~the Company can cause substantial dilution to existing stockholders of the Company.

~~We rely on trade secrets to protect our proprietary~~Our ~~know-how~~competitors and technological advances, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants, and other advisors to protect our trade secrets and other proprietary information. These agreements may ~~not~~develop ~~effectively prevent disclosure of confidential information~~ and ~~may~~market not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights. Failure to obtain or maintain trade secret protection could enable competitors to use our proprietary information to develop products that ~~compete~~are ~~with~~less ~~our~~expensive ~~products~~than ~~or cause additional, material adverse effects upon~~ our ~~competitive~~product ~~business position~~candidates.

AThe markets ~~significant~~in ~~portion~~which ofwe operate and intend to operate are highly competitive. It is possible that our ~~business~~competitors ~~may~~will ~~infringe~~develop and market onproducts ~~existing~~and ~~patents;~~services ~~Litigation~~that ~~regarding~~are ~~patents~~less expensive, ~~patent~~more ~~applications~~effective ~~and~~or ~~other~~safer ~~proprietary~~than ~~rights~~our ~~may~~existing beand ~~expensive~~planned products and ~~time~~services ~~consuming.~~or that will Ifrender weour ~~are~~offerings ~~involved~~obsolete. We expect that competition from companies in ~~such~~this ~~litigation~~sector will increase. Many of these competitors have substantially greater financial, ittechnical, ~~could~~research ~~cause~~and ~~delays~~other inresources ~~bringing~~than ~~product~~we ~~candidates~~do. toWe ~~market~~may not have the financial resources, technical and ~~harm~~research ~~our~~expertise ~~ability~~or marketing, distribution or support capabilities to ~~operate~~compete successfully.

We dispense compounded versions of GLP-1 agonist drugs which include liraglutide and semaglutide, these drugs are marketed by Novo Nordisk (Ozempic and Wegovy), respectively. Novo Nordisk holds patent nos. US8129343 (expires December 2031) and US10335462 (expires June 2033) for certain doses of semaglutide utilizing a subcutaneous delivery route. Liraglutide is currently available as a generic drug, and we are exploring various alternative methods of dispensing this medication including oral, intranasal and compounded subcutaneous injection.9

8We have an unproven business plan.

~~Our commercial success will depend in part on our~~We ~~ability~~have toan ~~use,~~unproven ~~sell~~business ~~and~~plan ~~offer to sell our products~~ and ~~services~~do ~~without~~not ~~infringing~~expect ~~patents~~to orbe ~~other~~profitable ~~proprietary~~for ~~rights~~the ofnext ~~third~~several ~~parties~~years. ~~Other~~ ~~parties~~Before ~~may~~investing ~~obtain patents~~ in ~~the~~our ~~future~~securities, ~~and~~you should ~~allege~~consider ~~that~~ the ~~use~~challenges, ofexpenses ~~our~~and ~~technologies~~difficulties ~~infringes these patent claims or~~ that we ~~are employing~~will ~~their~~face ~~proprietary~~as ~~technology~~an ~~without~~early-stage ~~authorization.~~company ~~Likewise,~~seeking ~~third~~to ~~parties~~develop ~~may~~and ~~challenge or infringe upon our or our licensors’~~manufacture ~~existing~~new ~~or future patents~~products.

~~Even if we are successful in these proceedings, we~~We ~~may~~have ~~incur substantial costs and divert management time and attention in pursuing these proceedings. If we are unable to avoid infringing the patent rights of others, we may be required to seek~~ a ~~license,~~history ~~defend an infringement action or challenge the validity~~ of ~~the~~net ~~patents in~~losses ~~court. Patent litigation is costly~~ and ~~time-consuming.~~anticipate Wethat ~~may not have sufficient resources to bring these actions to a successful conclusion. In addition, if~~ we dowill ~~not~~continue ~~obtain a license, develop or obtain non-infringing technology, fail~~ to ~~defend an infringement action successfully or have our patents declared invalid, we may~~ incur ~~substantial~~net ~~monetary~~losses ~~damages;~~for ~~encounter significant delays in bringing our product candidates to market; or be precluded from participating in~~ the ~~manufacture,~~foreseeable ~~use or sale of our product candidates or methods of treatment requiring licenses~~future.

~~Risks~~We have ~~Related~~a history of losses and anticipate that we will continue to incur net losses for the foreseeable future. Our ~~Common~~net ~~Stock~~losses were $10,701,105 and $1,341,333 for the years ended December 31, 2025, and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $13,612,268.

~~There~~Viable markets ~~is a limited trading market~~ for our ~~common stock,~~products ~~which~~may ~~could~~never ~~make~~develop, itmay ~~difficult~~take ~~for~~longer ~~you~~ to ~~liquidate~~develop anthan ~~investment~~we inanticipate ~~our~~or ~~common~~may ~~stock,~~not inbe ~~a timely manner~~sustainable.

~~Our~~We must ~~common~~be ~~stock~~able isto ~~currently~~develop ~~traded~~additional oncommercially ~~the~~viable ~~OTC~~products ~~Pink market.~~for ~~Because~~our ~~there~~business isto asucceed. ~~limited~~If ~~public~~a viable market ~~for~~fails ~~our~~to ~~common~~develop ~~stock~~or develops more slowly than we anticipate, ~~you~~we may ~~not~~ be ~~able~~unable to ~~liquidate~~recover ~~your~~the ~~investment~~losses ~~when~~we ~~you~~will ~~want.~~have incurred to develop our products and may be unable to achieve profitability. We ~~cannot~~will ~~assure~~need ~~you~~to ~~that~~develop anadequate ~~active~~marketing ~~trading~~capabilities in order to sell our products. In addition, the development of a viable market for our ~~common~~products ~~stock~~may ~~will~~be ~~ever~~impacted ~~develop.~~by many factors which are partly or totally out of our control, including:

~~There~~● is limited trading in our common stock, and we cannot assure you that an active public market for our common stock will ever develop. The lack of an active public trading market means that you may not be able to sell your shares of common stock when you want, thereby increasing your market risk. Until our common stock is listed on a national securities exchange, which we can provide no assurance, we expect that it will continue to be listed on the ~~OTC~~cost ~~Pink~~competitiveness ~~market. An investor may find it difficult to obtain accurate quotations as to the market value~~ of ~~the common stock and trading of~~ our common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. A more active market for our common stock may never develop. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.products;

We● ~~cannot~~consumer ~~assure~~reluctance ~~you~~to ~~that~~try ~~our common stock will become listed on~~ a ~~securities~~new ~~exchange~~product; and ~~the failure to do so may adversely affect your ability to dispose of our common stock in a timely fashion.~~

We● ~~plan~~consumer toperceptions ~~seek listing~~ of our ~~common~~products’ ~~stock~~safety ~~on the NYSE MKT~~ or ~~a Nasdaq exchange as soon as reasonably practicable~~efficacy. We may not currently meet the initial listing standards of any of those exchanges or any other stock exchange and cannot assure you when or if we will meet the listing standards, or that we will be able to maintain a listing of the common stock on any stock exchange.

~~The market price and trading volume of our common~~We ~~stock~~ may benot ~~volatile,~~meet ~~which~~our ~~may~~development ~~adversely~~and ~~affect~~commercialization ~~its market price~~milestones.

~~The~~We have ~~market~~established ~~price~~development ofand commercialization milestones that we use to assess our ~~common~~progress ~~stock~~toward ~~could~~developing bea ~~subject~~commercially viable business. We cannot assure you that we will successfully achieve our milestones in the future or that any failure to ~~significant~~achieve ~~fluctuations~~these ~~due~~milestones will not result in potential competitors gaining advantages in our target market. Failure to ~~factors~~meet ~~such~~our ~~as:~~commercialization milestones might have a material adverse effect on our operations and the value of our stock.

●Our business ~~actual~~depends oron ~~anticipated~~retaining ~~fluctuations~~and inattracting ~~our~~highly ~~financial~~capable ~~condition~~management orand ~~results~~operating ~~of operations;~~personnel.

●Our success ~~the~~depends ~~success~~in orlarge ~~failure~~part ofon our ability to retain and attract qualified management and operating ~~strategies~~personnel. To retain and ~~our~~attract key ~~perceived~~personnel, ~~prospects;~~we ~~realization~~plan ofto ~~any~~use ofvarious ~~the~~measures, ~~risks~~including ~~described~~employment inagreements, ~~this~~a ~~section;~~stock ~~failure~~incentive toplan and incentive payments for key employees. These measures may not be ~~covered~~enough byto ~~securities~~retain ~~analysts~~and orattract ~~failure~~the personnel we need or to ~~meet~~offset the ~~expectations~~impact on our business of ~~securities~~the loss ~~analysts;~~of the services of key officers or employees. We could face difficulty hiring and retaining qualified management and operating personnel. If we are unable to recruit, hire, develop and retain a talented, competitive work force, we may not be able to meet our strategic business objectives.

9We may be unable to manage rapid growth effectively.

●We expect to enter a ~~decline~~period of growth, which will place a significant strain on our senior management team and our financial and other resources. Our proposed expansion will expose us to increased competition, greater overhead, marketing and support costs and other risks associated with the commercialization of a new product. Our ability to manage our growth effectively will require us to continue to improve our operations and our financial and management information systems and to train, motivate and manage our employees. Difficulties in effectively managing the ~~stock~~budgeting, ~~prices~~forecasting ofand ~~peer~~other ~~companies;~~process control issues presented by such a rapid expansion could harm our business, prospects, results of operations and financial condition.

~~● a discount in the trading multiple of our common stock relative to that of common stock of certain of our peer companies due to perceived risks associated with our smaller size.~~10

~~As a result, shares of our common stock may trade~~Risks atRelated ~~prices significantly below the price you paid~~ to ~~acquire~~Our ~~them.~~Intellectual Furthermore, declines in the price of our common stock may adversely affect our ability to conduct future offerings or to recruit and retain key employees, including our managing directors and other key professional employees.Property

~~Your~~We are ~~interest~~substantially dependent on licensed patent and other proprietary rights and failing to protect such rights or to be successful in litigation usrelated to our rights or the rights of others may beresult ~~diluted~~in ifour wepayment ~~issue~~of significant monetary damages and/or royalty payments, ~~additional~~negatively ~~shares~~impact ofour ~~common~~ability ~~stock~~to sell current or future products, or prohibit us from enforcing our patent and other proprietary rights against others.

InWe are ~~general~~and will continue to be materially dependent on a combination of licensed patents and pending patents, ~~stockholders~~trade dosecrets, ~~not~~and ~~have~~trademarks, non-disclosure ~~preemptive~~and ~~rights~~non-competition agreements, and other intellectual property protections which will enable us to maintain our proprietary competitiveness. We may also be subject to ~~any~~patent ~~common~~litigation. ~~stock~~Patent ~~issued~~litigation byagainst us can result in ~~the~~significant damage ~~future.~~awards ~~Therefore,~~and ~~stockholders~~injunctions ~~may~~that ~~experience~~could ~~dilution~~prevent our manufacture and sale of ~~their~~affected ~~equity~~products ~~investment~~or ifrequire us to pay significant royalties in order to continue to manufacture or sell affected products. At any given time, we ~~issue~~could potentially be involved as a ~~additional~~plaintiff ~~shares~~and/or ofas ~~common~~a ~~stock~~defendant in ~~the~~a ~~future,~~number ~~including~~of ~~shares~~patent ~~issuable~~infringement ~~under~~and/or ~~equity~~other ~~incentive~~contractual ~~plans~~or intellectual property related actions, orthe ifoutcomes of which may not be known for prolonged periods of time. While it is not possible to predict the outcome of such litigation, we ~~issue~~acknowledge ~~securities~~the possibility that ~~are~~ ~~convertible~~any ~~into~~such ~~shares~~litigation could result in our payment of significant monetary damages and/or royalty payments, negatively impact our ~~common~~ability ~~stock~~to sell current or future products, or prohibit us from enforcing our patent and proprietary rights against others, which wewould ~~intend~~have toa domaterial adverse effect on the financial condition of our business and on our business operations.

WeWhile we ~~are~~intend ato ~~smaller~~defend ~~reporting~~against ~~company~~any threats to our intellectual property, including our patents, trade secrets, and ~~the reduced~~trademarks, ~~reporting~~and ~~requirements~~while we ~~applicable~~intend to ~~smaller~~defend ~~reporting~~against ~~companies~~any actual or threatened breaches of our non-disclosure and non-competition agreements, we may ~~make~~not adequately protect our ~~common~~intellectual ~~stock~~property ~~less~~or ~~attractive~~enforce such agreements. Further, patent or trademark applications currently pending that are owned by us may not result in patents or trademarks being issued to ~~investors~~us, patents or trademarks issued to or licensed by us in the past or in the future may be challenged or circumvented by competitors and such patents or trademarks may be found invalid, unenforceable or insufficiently broad to protect our proprietary advantages.

~~We are a “smaller reporting company” as~~Competitors ~~defined in Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For as long as we continue to be a smaller reporting company, we~~ may ~~take~~harm ~~advantage~~our ofsales ~~exemptions~~by ~~from~~designing ~~various~~products ~~reporting~~or ~~requirements~~offering ~~that~~services ~~are applicable to other public companies~~ that ~~are~~mirror ~~not smaller reporting companies, including not being required to comply with~~ the ~~auditor~~capabilities ~~attestation requirements~~ of ~~Section 404 of Sarbanes-Oxley Act of 2002 (“SOX”), reduced disclosure obligations regarding executive compensation in~~ our ~~periodic~~ ~~reports and proxy statements~~products, ~~and~~or ~~exemptions from~~ the ~~requirements~~technology ~~of holding non-binding advisory votes on executive compensation,~~contained ~~and~~therein, ~~stockholder~~without ~~approval~~infringing ofour ~~any~~intellectual ~~golden~~property ~~parachute payments not previously approved~~rights. WeIf ~~cannot predict if investors will find our common stock less attractive because~~ we ~~may~~are ~~rely~~unable onto ~~these~~protect ~~exemptions. If some investors find~~ our ~~common~~intellectual ~~stock~~property, ~~less~~it ~~attractive~~could ashave a ~~result, there~~ ~~may~~material beadverse aeffect ~~less~~on ~~active trading market for~~ our ~~common~~financial ~~stock~~condition and ~~our~~business ~~stock price may be more volatile~~operations.

~~Our~~We may ~~common~~be ~~stock~~unable ~~is subject~~ to ~~the~~adequately ~~“penny stock”~~prevent ~~rules~~disclosure of ~~the~~trade ~~SEC,~~secrets ~~which makes transactions in our stock cumbersome~~ and ~~may~~other ~~reduce~~proprietary ~~the value of an investment in our stock~~information.

~~The~~We rely ~~SEC~~on ~~has~~trade ~~adopted~~secrets ~~regulations~~to ~~which~~protect ~~generally~~our ~~define a~~proprietary ~~“penny~~know-how ~~stock”~~and astechnological anadvances, ~~equity~~especially ~~security~~where ~~that~~we ~~has~~do anot ~~market~~believe ~~price~~patent ofprotection is ~~less~~appropriate ~~than~~or $5obtainable.00 ~~per share~~However, ~~subject~~trade tosecrets ~~specific~~are ~~exemptions. The~~difficult ~~SEC’s~~to ~~penny~~protect. ~~stock~~We ~~rules~~rely ~~require a broker-dealer, before a transaction~~ in apart ~~penny~~on ~~stock~~confidentiality ~~not~~agreements ~~otherwise~~with ~~exempt~~our employees, ~~from the rules~~consultants, to ~~deliver~~and aother ~~standardized~~advisors ~~risk~~to ~~disclosure~~protect ~~document~~our ~~that~~trade ~~provides~~secrets ~~information about penny stocks~~ and ~~the~~other ~~risks~~proprietary ~~in the penny stock market~~information. ~~The~~ ~~broker-dealer~~These ~~must~~agreements ~~also~~may ~~provide~~not ~~the~~effectively prevent ~~customer~~disclosure ~~with~~of ~~current~~confidential ~~bid~~information and ~~offer~~may ~~quotations~~not ~~for~~provide ~~the~~an ~~penny~~adequate ~~stock,~~remedy ~~the compensation of the broker-dealer and the salesperson~~ in the ~~transaction,~~event ~~and~~of ~~monthly~~unauthorized ~~account~~disclosure ~~statements showing the market value~~ of ~~each penny stock held in the customer’s~~confidential ~~account~~information. In addition, ~~the~~others ~~penny~~may ~~stock~~independently ~~rules~~discover ~~generally~~our ~~require~~trade ~~that~~secrets ~~before~~and aproprietary ~~transaction~~information. inCostly aand ~~penny stock occurs, the broker~~time-~~dealer must~~consuming ~~make~~litigation acould ~~special~~be ~~written~~necessary ~~determination~~to ~~that~~enforce ~~the penny stock is a suitable investment for the purchaser~~ and ~~receive~~determine the ~~purchaser’s agreement~~scope toof ~~the~~our ~~transaction~~proprietary rights. IfFailure ~~applicable~~to inobtain ~~the~~or ~~future,~~maintain ~~these~~trade ~~rules~~secret protection ~~may~~could ~~restrict~~enable ~~the~~competitors ~~ability of brokers-dealers~~ to ~~sell~~use our ~~common stock~~proprietary ~~and~~information ~~may~~to ~~affect~~develop ~~the~~products ~~ability~~that ofcompete ~~investors~~with toour ~~sell~~products ~~their~~or ~~shares~~cause additional, material ~~until~~adverse ~~our~~effects ~~common~~upon ~~stock~~our nocompetitive ~~longer~~business ~~is considered a penny stock~~position.

WeA significant ~~intend~~portion toof ~~issue~~our ~~more~~business ~~shares~~may toinfringe ~~raise~~on ~~capital~~existing patents; Litigation regarding patents, patent applications and other proprietary ~~which~~rights ~~will~~may ~~result~~be expensive and time consuming. If we are involved in ~~substantial~~such ~~dilution~~litigation, it could cause delays in bringing product candidates to market and harm our ability to operate.

~~Our certificate of incorporation authorizes the issuance~~We ofdispense acompounded ~~maximum~~versions of ~~295,000,000~~GLP-1 ~~shares~~agonist ofdrugs ~~common~~which ~~stock~~include tirzepatide and ~~500~~semaglutide,~~000~~ ~~shares~~these ofdrugs ~~“blank~~are ~~check”~~marketed ~~preferred~~by ~~stock.~~Eli ~~Any~~Lily ~~additional financings~~(Monjouro ~~effected~~and byZepbound) ~~us,~~ and ~~any~~Novo ~~future~~Nordisk ~~conversion~~(Ozempic ofand ~~existing indebtedness into our equity securities~~Wegovy), ~~may~~respectively. ~~result~~Novo inNordisk ~~the~~holds ~~issuance~~patent ofnos. ~~additional securities~~US8129343 ~~without~~(expires ~~stockholder~~December ~~approval~~2031) and US10335462 ~~the~~(expires ~~substantial~~June ~~dilution~~2033) infor ~~the~~certain ~~percentage~~doses of ~~common~~semaglutide ~~stock~~utilizing ~~held~~a bysubcutaneous ~~our~~delivery ~~then existing stockholders~~route. ~~Moreover,~~ ~~the~~Liraglutide ~~securities~~is ~~issued~~currently ~~in any such transaction may be valued on an arbitrary or non-arm’s-length basis by our management,~~available ~~resulting~~as ina angeneric ~~additional reduction in the percentage of common stock held by our current stockholders on an as converted~~drug, ~~fully~~and ~~diluted basis.~~we ~~Our~~are ~~board~~exploring ofvarious ~~directors~~alternative ~~has~~methods ~~the power to issue any or all~~ of ~~such~~dispensing ~~authorized~~this ~~but~~medication ~~unissued~~including shares without stockholder approval. To the extent that additional shares of common stock or other securities convertible into or exchangeable for common stock are issued in connection with a financingoral, ~~dilution~~intranasal ~~to the interests of our stockholders will occur~~ and ~~the rights of the holder of common stock might~~compounded besublingual ~~materially and adversely affected~~delivery.

1011

~~Anti-takeover~~Our commercial ~~provisions~~success ~~that~~will ~~may~~depend be in part on our ~~charter~~ ability to use, sell and ~~bylaws~~offer ~~may~~to ~~prevent~~sell our products and services without infringing patents or ~~frustrate~~other ~~attempts~~proprietary byrights ~~stockholders~~of tothird ~~change~~parties. Other parties may obtain patents in the ~~board~~future and allege that the use of ~~directors~~our technologies infringes these patent claims or ~~current~~that ~~management~~we ~~and~~are ~~could make~~employing atheir proprietary technology without authorization. Likewise, third~~-party~~ ~~acquisition~~parties ofmay challenge usor ~~difficult~~infringe upon our or our licensors’ existing or future patents.

~~Our~~Even if ~~certificate~~we ofare ~~incorporation~~successful ~~and~~in ~~bylaws~~these proceedings, we may ~~contain~~incur substantial costs and divert management time and attention in pursuing these ~~provisions~~proceedings. ~~that~~If ~~may~~we ~~discourage~~are unable to avoid infringing the patent rights of others, ~~delay~~we ormay ~~prevent~~be required to seek a ~~merger~~license, ~~acquisition~~defend an infringement action or ~~other~~challenge ~~change~~the validity of the patents in ~~control~~court. ~~that~~Patent ~~stockholders~~litigation is costly and time-consuming. We may ~~consider~~not ~~favorable,~~have sufficient ~~including~~resources ~~transactions~~to inbring ~~which~~these ~~stockholders~~actions ~~might~~to ~~otherwise~~a ~~receive~~successful conclusion. In addition, if we do not obtain a ~~premium~~license, ~~for~~develop ~~their~~or ~~shares.~~obtain ~~These~~non-infringing technology, ~~provisions~~fail ~~could~~to ~~limit~~defend ~~the~~an ~~price~~infringement action successfully or have our patents declared invalid, we may incur substantial monetary ~~that~~damages; ~~investors~~encounter ~~might~~significant bedelays ~~willing~~in bringing our product candidates to ~~pay~~market; or be precluded from participating in the ~~future~~manufacture, use ~~for~~or ~~shares~~sale of our ~~common~~product ~~stock~~candidates or methods of treatment requiring licenses.

WeRisks Related ~~do not intend~~ to ~~pay~~Our ~~cash~~Common ~~dividends in the foreseeable future.~~Stock

~~We have never declared or paid cash dividends on our~~There ~~capital~~is ~~stock.~~a Welimited ~~currently~~trading ~~intend~~market ~~to retain all available funds and any future earnings~~ for ~~use in the operation and expansion of~~ our ~~business~~ ~~and~~common dostock, ~~not~~which ~~anticipate~~could ~~paying~~make ~~any~~it ~~cash~~difficult ~~dividends~~for ~~in the foreseeable future. Accordingly,~~ you ~~may have~~ to ~~sell~~liquidate ~~some~~an orinvestment ~~all~~in ~~of your shares of~~ our common stock , in ~~order to generate cash flow from your investment. You may not receive~~ a ~~gain~~timely ~~on your investment when you sell shares, and you may lose the entire amount of the investment~~manner.

WeOur common ~~expect~~stock tois ~~incur~~currently ~~increased~~traded ~~costs~~on ~~and~~the ~~demands upon~~OTCQB ~~management~~market. asBecause there is a ~~result~~limited ofpublic ~~being~~market afor ~~public~~our ~~company~~common stock, you may not be able to liquidate your investment when you want. We cannot assure you that an active trading market for our common stock will ever develop.

AsThere is alimited ~~public~~trading ~~company~~ in ~~the~~our ~~United~~common ~~States~~stock, and we ~~expect to~~cannot ~~incur~~assure ~~significant~~you ~~additional~~that ~~legal,~~an ~~accounting~~active ~~and~~public ~~other~~market ~~costs.~~for ~~These~~our ~~additional~~common ~~costs~~stock ~~could~~will ~~negatively~~ever ~~affect~~develop. The ~~our~~lack ~~financial~~of ~~results. In~~an ~~addition,~~active ~~changing~~public ~~laws,~~trading ~~regulations~~market ~~and~~means ~~standards~~that ~~relating~~you may not be able to ~~corporate~~sell ~~governance~~your ~~and~~shares ~~public~~of ~~disclosure,~~common ~~including~~stock ~~regulations~~when ~~implemented~~you want, thereby byincreasing ~~the~~your ~~SEC~~market ~~and~~risk. ~~the~~Until our common stock ~~exchange~~is listed on a national securities exchange, which we ~~may~~can ~~list~~provide ~~our~~no ~~common stock~~assurance, ~~may~~we expect ~~increase~~that ~~legal~~it ~~and~~will ~~financial~~continue ~~compliance~~to ~~costs~~be ~~and~~listed ~~make~~on ~~some activities~~the ~~more~~OTCQB ~~time-consuming~~market. ~~These~~An ~~laws,~~investor ~~regulations~~may ~~and~~find ~~standards~~it ~~are~~difficult ~~subject~~to obtain accurate quotations as to ~~varying~~the ~~interpretations~~market value of the common stock and, astrading aof ~~result~~our common stock may be extremely sporadic. For example, ~~their~~several ~~application~~days may pass inbefore ~~practice~~any shares may ~~evolve~~be ~~over~~traded. ~~time~~A asmore ~~new~~active ~~guidance~~market isfor ~~provided~~our bycommon ~~regulatory~~stock ~~and~~may ~~governing~~never ~~bodies~~develop. WeIn ~~intend~~addition, toif ~~invest~~we ~~resources~~failed to ~~comply~~meet the criteria ~~with~~set ~~evolving~~forth ~~laws,~~in SEC regulations, ~~and~~various ~~standards,~~requirements ~~and~~would ~~this~~be ~~investment~~imposed ~~may~~by ~~result~~law inon ~~increased~~broker-dealers ~~general~~who ~~and~~sell ~~administrative~~our ~~expenses~~securities ~~and~~to apersons ~~diversion~~other ofthan ~~management’s~~established ~~time~~customers and ~~attention~~accredited ~~from~~investors. ~~revenue-generating~~Consequently, ~~activities~~such toregulations ~~compliance~~may ~~activities.~~deter ~~If,~~broker-dealers ~~notwithstanding~~from ~~our~~recommending ~~efforts~~or selling tothe ~~comply~~common ~~with new laws~~stock, ~~regulations~~which ~~and~~may ~~standards,~~further weaffect ~~fail~~its toliquidity. ~~comply,~~This ~~regulatory~~would ~~authorities~~also ~~may~~make ~~initiate~~it ~~legal~~more ~~proceedings~~difficult ~~against~~for us ~~and~~ ~~our~~to ~~business~~raise ~~may~~additional ~~be harmed~~capital.

~~Failure to comply with these rules might also make~~We itcannot ~~more~~assure ~~difficult~~you ~~for~~that usour tocommon ~~obtain~~stock ~~some~~will ~~types~~become oflisted ~~insurance,~~on ~~including~~a ~~director~~securities ~~and~~exchange ~~officer liability insurance,~~ and wethe ~~might~~failure ~~be forced~~ to ~~accept~~do ~~reduced~~so ~~policy~~may ~~limits~~adversely ~~and~~affect ~~coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of~~your ~~these~~ability ~~events could also make it more difficult for us~~ to ~~attract~~dispose ~~and retain qualified persons to serve on our board~~ of ~~directors, on committees of~~ our ~~board~~common ofstock ~~directors~~in ora astimely ~~members of senior management~~fashion.

AWe plan ~~significant~~to ~~portion~~seek listing of our ~~total~~common ~~outstanding shares~~stock ~~are~~on ~~restricted~~the ~~from~~NYSE ~~immediate~~MKT ~~resale~~or ~~but~~a ~~may~~Nasdaq beexchange ~~sold~~as ~~into~~soon ~~the~~as ~~market~~reasonably ~~in the future~~practicable. ~~This~~We ~~could~~may ~~cause~~not currently meet the ~~market~~initial ~~price~~listing standards of ~~our~~any ~~common~~ of those exchanges or any other stock toexchange ~~drop~~and ~~significantly,~~cannot ~~even~~assure you when or if ~~our~~we ~~business~~will ismeet the ~~doing~~listing ~~well~~standards, or that we will be able to maintain a listing of the common stock on any stock exchange.

~~Sales of a substantial number of shares of our common~~The ~~stock in the public~~ market ~~could~~price ~~occur~~and attrading ~~any~~volume ~~time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts~~ of our common stock inmay ~~the~~be ~~public market~~volatile, ~~the~~which ~~market~~may ~~price~~adversely ofaffect ~~our~~its ~~common~~market ~~stock could decline significantly~~price.

~~As of October 11, 2024, we issued an aggregate of~~The ~~approximately~~market ~~207,414,147~~price ~~shares~~ of our common stock ~~pursuant~~could to the Merger Agreement, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, and such shares are also “restricted securities” as defined in Rule 144. All of these restricted securities may be ~~publicly resold under Rule 144 beginning one year following the date of the filing of this Report with the SEC,~~ subject to ~~the~~significant ~~limitations~~fluctuations ~~and~~due ~~exceptions~~to ~~described~~factors insuch ~~Rule 144.~~as:

On● ~~November~~actual 1,or ~~2024,~~anticipated wefluctuations ~~effected~~in aour 1financial ~~for~~condition 10or ~~reverse~~results ~~stock split reducing the number~~ of ~~issued and outstanding shares of the Company’s common stock to 27,655,560. Approximately 720,754 of these shares are freely tradable without restriction by stockholders who are not our affiliates.~~operations;

In● ~~addition, in~~ the ~~future,~~success ~~we intend to file one~~ or ~~more~~failure ~~registration~~of ~~statements~~our onoperating ~~Form~~strategies ~~S-8~~and ~~registering~~our ~~the~~perceived ~~issuance~~prospects; realization of ~~5,000,000~~any ~~shares~~ of ~~common~~the ~~stock~~risks ~~subject~~described toin ~~options~~this orsection; ~~other~~failure ~~equity awards~~to ~~issued. Shares registered under these registration statements on Form S-8 will~~ be ~~available~~covered ~~for~~by ~~sale~~securities inanalysts ~~the~~or ~~public~~failure ~~market subject~~ to ~~vesting~~meet ~~arrangements and exercise of options and~~ the ~~restrictions~~expectations of ~~Rule~~securities ~~144 in the case of our affiliates.~~analysts;

The Company also intends to file one or more registration statements on Form S-1 registering for resale shares held by certain existing stockholders of the Company, which may be affiliates of the Company. Shares registered under these registration statements on Form S-1 will be available for sale in the public market.12

11● a decline in the stock prices of peer companies; and

If● ~~securities~~a ordiscount ~~industry~~in ~~analysts~~the dotrading ~~not~~multiple ~~publish research~~of orour ~~reports,~~common orstock ~~publish~~relative ~~unfavorable~~to ~~research~~that orof ~~reports,~~common ~~about~~stock ~~us,~~of certain of our ~~business~~peer orcompanies ~~our~~due ~~market,~~to ~~our~~perceived ~~stock~~risks ~~price~~associated ~~and~~with ~~trading~~our ~~volume could~~smaller ~~decline~~size.

~~The~~As a ~~trading~~result, ~~market~~shares ~~for~~of our common stock ~~will~~may betrade ~~influenced by~~at ~~the~~prices ~~research~~significantly ~~and~~below ~~reports~~the ~~that~~price ~~securities~~you orpaid ~~industry~~to ~~analysts~~acquire ~~publish about us and our business~~them. ~~Securities~~Furthermore, ~~or industry analysts may~~declines ~~elect~~in ~~not~~the toprice ~~provide coverage~~ of our common stock, ~~and such lack of coverage~~ may adversely affect ~~the market price of~~ our ~~common~~ability ~~stock. In~~to ~~the~~conduct ~~event~~future weofferings ~~do not secure additional securities~~ or ~~industry~~to ~~analyst~~recruit ~~coverage,~~and weretain ~~will~~key ~~not have any control over the analysts~~employees, ~~or the~~ ~~content~~including ~~and opinions included in their reports. The price of~~ our ~~stock~~managing ~~could~~directors ~~decline~~and ~~if one or more securities or industry analysts downgrade our stock or issue~~ other ~~unfavorable~~key ~~commentary~~professional ~~or research~~employees. If one or more securities or industry analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which in turn could cause our stock price or trading volume to decline.

~~Our largest shareholder and its affiliates have~~Your ~~substantial~~interest ~~control~~in ~~over~~ us ~~and~~may ~~our policies and will~~ be ~~able~~diluted toif ~~influence~~we ~~all~~issue ~~corporate~~additional ~~matters,~~shares ~~which~~of ~~might~~common ~~not be in other shareholders’ interests~~stock.

~~CWR~~In general, ~~our~~stockholders ~~largest~~do ~~shareholder~~not have preemptive rights to any common stock issued by us in the future. Therefore, ~~owns~~stockholders ~~approximately~~may ~~18%~~experience dilution of ~~the~~their ~~outstanding~~equity investment if we issue additional shares of ~~Company’s~~ common stock. ~~Daniel~~in ~~Gordon~~the anfuture, ~~affiliate~~including ofshares ~~CWR,~~issuable ~~directly~~under ~~and~~equity incentive ~~indirectly~~plans, ~~owns~~ or ~~controls approximately~~which ~~24%~~we ofhave in the ~~outstanding~~form ~~shares~~ of ~~the~~convertible ~~Company’s~~preferred ~~common~~ stock and other securities, and intend to continue to do.

~~Our common stock is entitled to one vote per share~~We onare ~~all matters submitted to~~ a ~~vote~~smaller ofreporting ~~the stockholders~~company, ~~including~~and the ~~election~~reduced ofreporting ~~directors.~~requirements ~~The~~applicable ~~total~~to ~~voting~~smaller ~~power~~reporting ~~outstanding~~companies inmay ~~the Company~~make isour ~~approximately 27,657,659 votes. CWR and Daniel Gordon thus has power over approximately 14.4 million of the 27,657,659 total~~common ~~votes,~~stock orless ~~approximately~~attractive ~~42%~~to ~~of the total votes~~investors.

ByWe are ~~virtue~~a of“smaller ~~its~~reporting ~~ownership~~company” as defined in Section 12 of ~~common~~the ~~stock~~Securities Exchange Act of 1934, ~~CWR~~as ~~and~~amended (the “Exchange ~~its~~Act”). ~~affiliates~~For ~~are~~as ~~therefore~~long ~~able~~as we continue to ~~exercise~~be ~~significant~~a ~~influence~~smaller ~~over~~reporting ~~all~~company, ~~matters~~we ~~requiring~~may ~~approval~~take byadvantage ~~our~~of ~~stockholders~~exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including not being required to comply with the ~~election~~auditor attestation requirements of ~~directors,~~Section ~~the~~404 ~~approval~~of Sarbanes-Oxley Act of ~~significant~~2002 ~~corporate~~(“SOX”), ~~transactions~~reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and ~~any~~exemptions ~~change~~from ofthe ~~control~~requirements of ~~our~~holding non-binding ~~company.~~advisory Itvotes ~~could~~on ~~prevent transactions~~executive compensation, ~~which~~and ~~would~~stockholder beapproval inof ~~the~~any ~~best~~golden ~~interests~~parachute ofpayments ~~the~~not ~~other~~previously ~~shareholders~~approved. We ~~The~~cannot ~~interests~~predict ofif ~~CWR~~investors ~~and~~will ~~its~~find ~~affiliates~~our common stock less attractive because we may ~~not~~rely ~~necessarily~~on these exemptions. If some investors find our common stock less attractive as a result, there may be ina ~~the~~less ~~best~~active ~~interests~~trading ofmarket ~~the~~for ~~shareholders~~our incommon ~~general~~stock and our stock price may be more volatile.

~~General~~Our common ~~Risks~~stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC ~~Company~~has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The SEC’s ~~Success~~penny ~~Depends~~stock onrules ~~Its~~require ~~Executive~~a broker-dealer, before a transaction ~~Management~~in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and ~~Other~~the ~~Key~~risks ~~Personnel~~in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our common stock and may affect the ability of investors to sell their shares, until our common stock no longer is considered a penny stock.

~~The Company’s future success depends to a significant~~We ~~degree~~intend ~~on the skills, experience and efforts of its executive management and other key personnel and their ability~~ to ~~provide~~issue ~~the~~more ~~Company with~~shares ~~uninterrupted leadership and direction. The loss of the services of any of the executive officers or a failure~~ to ~~provide~~raise ~~adequate succession plans for key personnel could have an adverse impact on the Company. The availability of highly qualified talent is limited and the competition for talent is robust. However~~capital, ~~the Company provides long-term equity awards and certain other benefits for its executive officers~~ which ~~provides incentives for them to make a commitment to the Company. The Company’s future success~~ will ~~depend~~result ~~on its ability to have adequate succession plans~~ in ~~place~~substantial ~~and to attract, retain and develop qualified personnel~~dilution. A failure to efficiently replace executive management members and other key personnel and to attract, retain and develop new qualified personnel could have an adverse effect on the Company’s operations and implementation of its strategic plan.

~~Challenges~~Our ~~with~~certificate ~~Respect~~of toincorporation ~~Labor~~authorizes ~~Availability~~the issuance of a maximum of ~~Could~~295,000,000 ~~Negatively~~shares ~~Impact~~of common stock and 500,000 shares of “blank check” preferred stock. Any additional financings effected by us, and any future conversion of existing indebtedness into our equity securities, or preferred stock into our common stock, may result in the ~~Company~~issuance of additional securities without stockholder approval and the substantial dilution in the percentage of common stock held by our then existing stockholders. We may further dilute the percentage of common stock held by our existing stockholders as, if and when we consummate our planned business combination with Altanine. Moreover, the securities issued in any such transactions may be valued on an arbitrary or non-arm’s-length ~~Ability~~basis by our management, resulting in an additional reduction in the percentage of common stock held by our current stockholders on an as converted, fully diluted basis. Our board of directors has the power to ~~Operate~~issue any or ~~Grow~~all of such authorized but unissued shares without stockholder approval. To the ~~Business~~extent that additional shares of common stock or other securities convertible into or exchangeable for common stock are issued in connection with a financing, dilution to the interests of our stockholders will occur and the rights of the holder of common stock might be materially and adversely affected.

The Company’s success depends in part on the ability of its businesses to proactively attract, motivate, and retain a qualified and highly skilled workforce in an intensely competitive labor market. A failure to attract, motivate and retain highly skilled personnel could adversely affect the Company’s operating results or its ability to operate or grow the business. Additionally, any labor stoppages or labor disruptions, including due to geopolitical unrest, unfavorable economic or industry conditions, catastrophic weather events, natural disasters or the occurrence of a contagious disease or illness could adversely affect the Company’s operating results or its ability to operate or grow the business.13

~~Political,~~Anti-takeover provisions ~~social~~that may be in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or ~~geopolitical~~current ~~conditions~~management ~~can~~and ~~adversely~~could ~~affect~~make ~~our~~a ~~business~~third-party acquisition of us difficult.

~~Political, social and geopolitical~~Our ~~conditions~~certificate inof ~~the~~incorporation ~~markets in which our products are expected to be sold have been~~ and ~~could~~bylaws ~~continue~~may tocontain beprovisions ~~difficult~~that tomay ~~predict~~discourage, ~~resulting in~~delay ~~adverse~~or ~~effects~~prevent ona ~~our business. The results of elections~~merger, ~~referendums~~acquisition or other ~~political conditions (including government shutdowns),~~change ~~geopolitical events and tensions, wars and other military conflicts~~ in ~~these~~control ~~markets~~that ~~have~~stockholders inmay ~~the~~consider ~~past impacted and could continue to impact how existing laws~~favorable, ~~regulations~~including ~~and~~transactions ~~government programs or policies are implemented or result~~ in ~~uncertainty~~which asstockholders tomight ~~how~~otherwise ~~such~~receive ~~laws,~~a ~~regulations, programs~~premium ~~or policies may change, including with respect to the negotiation of new trade agreements, new, expanded or retaliatory tariffs~~for ~~against~~their certain countries or covering certain products or ingredients, sanctions, environmental and climate change regulations, taxes, benefit programs, the movement of goods, services and people between countries, relationships between countries, customer or consumer perception of a particular country or its government and other mattersshares. ~~Such~~These ~~conditions~~provisions ~~have resulted in and~~ could ~~continue~~limit tothe ~~result in~~price ~~exchange~~that ~~rate~~investors ~~fluctuation,~~might ~~limitations~~be onwilling ~~access~~ to ~~credit~~pay ~~markets and other corporate banking services, including working capital facilities, volatility~~ in ~~global~~the ~~stock~~future ~~markets~~for ~~and~~shares ~~global economic uncertainty and heightened risk to employee safety, any~~ of ~~which can adversely affect~~ our ~~business~~common stock.

~~Political uncertainty~~We ~~may~~do ~~have~~not anintend ~~adverse~~to ~~impact~~pay oncash ~~our~~dividends ~~operating~~in ~~performance~~the ~~and~~foreseeable ~~results of operations~~future.

~~General~~We have ~~political~~never ~~uncertainty may~~declared ~~have~~or anpaid ~~adverse~~cash ~~impact~~dividends on our ~~operating~~capital ~~performance and results of operations~~stock. InWe ~~particular,~~currently ~~the~~intend ~~U.S. continues~~ to ~~experience~~retain ~~significant political~~all ~~events~~available ~~that~~funds ~~cast uncertainty on global financial~~ and ~~economic~~any ~~markets,~~future ~~especially~~earnings for ~~following~~use in the ~~recent~~operation ~~presidential~~and ~~election. It~~expansion isof ~~presently~~our ~~unclear~~business asand todo ~~all~~not ofanticipate ~~the~~paying ~~actions~~any ~~the~~cash ~~second~~dividends ~~Trump administration~~ in the Uforeseeable future.S. ~~will implement~~Accordingly, ~~and if implemented, how these~~ ~~actions~~you may ~~impact~~have usto orsell ~~how~~some weor ~~operate~~all inof ~~the~~your ~~U.S.,~~shares ~~particularly~~of ~~any~~our ~~changes~~common stock in ~~personnel~~order orto ~~processes~~generate orcash ~~procedures~~flow atfrom ~~the~~your ~~FDA~~investment. ~~Any actions~~You ~~taken by the Trump administration, including the many recent executive orders,~~ may ~~have~~not receive a ~~negative~~gain ~~impact~~ on ~~the~~your ~~U.S.~~investment ~~economy in~~when ~~general~~you ~~and~~sell onshares, ~~our~~and ~~business,~~you ~~financial~~may ~~condition,~~lose ~~and~~the ~~results~~entire amount of ~~operations~~the ~~in particular~~investment.

12We expect to incur increased costs and demands upon management as a result of being a public company.

~~Significant~~As a ~~Increases~~public company in ~~Tariffs~~the onUnited ~~Foreign~~States, we expect to incur significant additional legal, accounting and other costs. These additional ~~Goods~~costs ~~May~~could ~~Harm~~negatively affect our financial results. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the ~~Company~~SEC and the stock exchange on which we may list our common stock, may increase legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s ~~Financial~~time ~~Results~~and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

~~The~~Failure to ~~Company~~comply iswith ~~reliant~~these ~~upon~~rules ~~the~~might ~~importation~~also make it more difficult for us to obtain some types of ~~raw~~insurance, including director and officer ~~materials~~liability insurance, and ~~medical~~we ~~devices~~might ~~for~~be ~~use~~forced into ~~our~~accept ~~business,~~reduced ~~especially~~policy ~~goods~~limits ~~imported~~and ~~from~~coverage ~~China.~~or ~~Any~~incur ~~significant~~substantially ~~change~~higher incosts to obtain the ~~tariffs~~same ~~imposed on~~or ~~those~~similar ~~goods~~coverage. The impact of these events could ~~affect~~also ~~the~~make ~~Company’s~~it ~~ability~~more todifficult ~~sell~~for ~~its~~us ~~products~~to attract and ~~services~~retain ~~competitively~~qualified ~~and~~persons to ~~control~~serve ~~its~~on ~~cost~~our ~~structure~~board of directors, ~~which~~ ~~could~~on ~~have~~committees aof ~~material~~our ~~adverse~~board ~~effect~~of ondirectors ~~results~~or as members of ~~operations~~senior management.

~~Information technology~~A ~~failures~~significant ~~and~~portion ~~data~~of ~~security~~our ~~breaches~~total outstanding shares are restricted from immediate resale but may be sold into the market in the future. This could ~~harm~~cause the market price of our common stock to drop significantly, even if our business is doing well.

~~As a healthcare services~~Sales ~~company we are subject to the provisions~~ of ~~the~~a ~~Healthcare~~substantial ~~Insurance~~number ~~Portability and Accountability Act~~ of ~~1996~~shares ~~to protect and safeguard the personal health information (“PHI”)~~ of patients for whom we provide services. We use information technology, digital communications and other computer resources to carry out important operational activities (prescription fulfillment, secure PHI disclosures to healthcare providers) and to maintain our ~~business~~common ~~records.~~stock We rely on third-party providers to store and secure sensitive data on our behalf, and we have not implemented internal systems and processes to address ongoing and evolving cybersecurity risks. We depend on various partners and service providers, and our software partners, to secure PHI, personal identifiable and confidential information. However, cyberattacks or other security breaches may remain undetected over an extended period of time and may not be addressed in ~~a timely manner to minimize~~ the ~~impact,~~public ~~which~~market could ~~result~~occur inat ~~substantial~~any ~~costs~~time. ~~Many~~If of our ~~information~~stockholders ~~technology~~sell, ~~and~~or ~~other computer resources are provided to us~~the ~~and/or~~market ~~maintained~~perceives ~~on our behalf by third-party service providers pursuant to agreements~~ that ~~specify to varying degrees certain security and service level standards. We also rely upon~~ our ~~third-party~~stockholders ~~service~~intend ~~providers~~ to ~~maintain effective cybersecurity measures to keep our information secure and to carry cyber insurance. Although we and our service providers employ what we believe are adequate security~~sell, ~~disaster~~ ~~recovery~~substantial ~~and~~amounts ~~other~~of ~~preventative and corrective measures,~~ our ~~security~~common ~~measures,~~stock ~~taken~~in asthe apublic ~~whole~~market, ~~may~~the ~~not~~market ~~be sufficient for all~~price ~~possible~~of ~~situations~~our ~~and~~common ~~may~~stock becould ~~vulnerable~~decline ~~to, among other things, hacking, employee error, system error and faulty password management~~significantly.

~~Our ability to conduct our~~As ~~business~~of ~~may~~October ~~be impaired if these information technology and computer resources~~11, ~~including our websites and customer-facing applications~~2024, ~~are~~ ~~compromised,~~we ~~degraded~~issued oran ~~damaged~~aggregate orof ifapproximately ~~they fail~~207, ~~whether due unintended errors~~414,147 ~~intentional~~shares ~~penetration or disruption~~ of our ~~information technology~~common ~~resources~~stock bypursuant ato ~~third~~the ~~party~~Merger Agreement, ~~natural~~pursuant ~~disaster,~~to ~~hardware~~an orexemption ~~software~~from ~~corruption~~the orregistration ~~failure~~requirements orof ~~error~~the ~~(including~~Securities aAct ~~failure~~ of ~~security controls~~1933, ~~incorporated~~as ~~into~~amended, or ~~applied~~the ~~to such hardware or software)~~Securities Act, ~~telecommunications~~and ~~system~~such ~~failure,~~shares ~~service~~are ~~provider~~also ~~error~~“restricted orsecurities” ~~failure or~~as ~~intentional~~defined orin ~~unintentional~~Rule ~~personnel~~144. ~~actions,~~All ~~or loss~~ of ~~connectivity~~these torestricted ~~our~~securities ~~networked~~may ~~resources. A significant disruption in the~~now ~~functioning~~be ofpublicly ~~these~~resold ~~resources,~~under orRule ~~breach~~144 ~~thereof~~t, ~~including~~subject ~~our~~to ~~website,~~the limitations ~~could damage our reputation~~ and ~~cause~~exceptions usdescribed toin ~~lose~~Rule ~~customers, sales and revenue~~144.

~~In addition, breaches of~~On ~~our~~November ~~information technology systems or data security systems~~1, ~~including cyberattacks and malicious uses of artificial intelligence~~2024, ~~could result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information (including information~~ we ~~collect~~effected ~~and~~a ~~retain~~1 infor ~~connection~~10 ~~with~~reverse ~~our~~stock ~~business,~~split ~~business~~reducing partners and employees), and require us to incur significant expense (that we may not be able to recover in whole or in part from our service providers or responsible parties, or their or our insurers) to address and remediate or otherwise resolve. The unintended and/or unauthorized public disclosure or the ~~misappropriation of~~number proprietary, personal identifying or confidential information may also lead to litigation or other proceedings against us by affected individuals and/or business partners and/or by regulators, and the outcome of ~~such~~issued ~~proceedings, which could include losses, penalties, fines, injunctions, expenses~~ and ~~charges~~outstanding ~~recorded~~shares ~~against our earnings, could have a material and adverse effect on our financial condition, results~~ of ~~operations and cash flows and harm our reputation. In addition,~~ the ~~costs of maintaining adequate protection against such threats,~~Company’s ~~based~~common onstock ~~considerations~~to ~~of their evolution~~27, ~~increasing sophistication~~655, pervasiveness and frequency and/or increasingly demanding government-mandated standards or obligations regarding information security and privacy, could be material to our consolidated financial statements in a particular period or over various periods560.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS CURRENT REPORT ON FORM 10-K, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT THERE MAY BE OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.14

13In addition, in the future, we intend to file one or more registration statements on Form S-8 registering the issuance of 5,000,000 shares of common stock subject to options or other equity awards issued. Shares registered under these registration statements on Form S-8 will be available for sale in the public market subject to vesting arrangements and exercise of options and the restrictions of Rule 144 in the case of our affiliates.

~~Risks~~On ~~Related~~September 15, 2025, the Company filed a registration statement Form S-1 with the SEC seeking to ~~Legal~~register approximately 7,710,719 ~~Accounting~~shares ~~and~~of ~~Regulatory~~the Company’s common stock, which was effective on December ~~Matters~~15, 2025. Approximately 5,858,451 of the shares registered for resale under such registration statement are held by non-affiliates of the Company. The Company has approximately 8.5 million free trading shares outstanding as of the date of this filing.

~~Failure~~The Company expects to file additional registration statements on Form S-1 registering for resale shares held by uscertain toexisting ~~Maintain~~stockholders of the ~~Proprietary~~Company, ~~Nature~~ which may be affiliates of ~~our~~the ~~Technology~~Company. ~~Could~~Shares ~~Have~~registered aunder ~~Material~~these ~~Adverse~~registration ~~Effect~~statements on ~~our~~Form ~~Business,~~S-1 ~~Operating~~will ~~Results,~~be ~~Financial~~available for ~~Condition,~~sale ~~Stock~~in ~~Price,~~the ~~and~~public onmarket. ~~our Ability~~The Company may also register for resale a portion of the shares that it may issue pursuant to ~~Compete~~its ~~Effectively~~planned business combination with Altanine, which may be significant.

~~We principally rely upon trade secret and contract~~If ~~law~~securities ~~to establish and protect our proprietary rights. There is a risk that claims allowed on any patent licenses~~ or ~~trademarks~~industry weanalysts ~~hold may~~do not bepublish ~~broad~~research ~~enough to protect our technology. In addition, patent licenses~~ or ~~trademarks may be challenged~~reports, ~~invalidated~~ or ~~circumvented and~~publish weunfavorable ~~cannot~~research ~~be certain that the rights granted thereunder will provide competitive advantages to us. Moreover, any current~~ or ~~future issued or licensed patents~~reports, orabout ~~trademarks~~us, orour ~~currently existing or future developed trade secrets or know-how may not afford sufficient~~business ~~protection against competitors with similar technologies~~ or ~~processes, and the possibility exists that certain of~~ our ~~already issued patents or trademarks may infringe upon third party patents or trademarks or be designed around by others. In addition~~market, ~~there~~our isstock aprice ~~risk that others may independently develop proprietary technologies~~ and ~~processes,~~trading ~~which~~volume ~~are~~could ~~the same as, substantially equivalent, or superior to ours, or become available in the market at a lower price~~decline.

InThe trading ~~addition,~~market ~~foreign~~for ~~laws~~our ~~treat~~common stock will be influenced by the ~~protection~~research ~~of proprietary~~and ~~rights~~reports ~~differently~~that ~~from~~securities ~~laws~~or inindustry ~~the~~analysts ~~United~~publish ~~States~~about us and our business. Securities or industry analysts may elect not ~~protect~~to provide coverage of our ~~proprietary~~common ~~rights~~stock, toand such lack of coverage may adversely affect the ~~same~~market ~~extent~~price asof ~~U.S.~~our ~~laws~~common stock. In the event we do not secure additional securities or industry analyst coverage, we will not have any control over the analysts, or the content and opinions included in their reports. The ~~failure~~price of ~~foreign~~our ~~laws~~stock could decline if one or ~~judicial~~more ~~systems~~securities toor ~~adequately~~industry ~~protect~~analysts downgrade our ~~proprietary~~stock ~~rights~~or issue other unfavorable commentary or ~~intellectual~~research. ~~property,~~If ~~including~~one ~~intellectual~~or more ~~property~~securities ~~developed~~or onindustry ~~our~~analysts ~~behalf~~ceases bycoverage ~~foreign~~of ~~contractors~~our company or ~~subcontractors~~fails ~~may~~to ~~have~~publish areports ~~material~~on ~~adverse~~us ~~effect~~regularly, ondemand for our ~~business,~~stock ~~operations,~~could ~~financial results~~decrease, ~~and~~which in turn could cause our stock price or trading volume to decline.

~~There~~Our largest isshareholder aand ~~risk~~its ~~that~~affiliates we have ~~infringed~~substantial orcontrol inover ~~the~~us ~~future will~~and ~~infringe~~our ~~patents~~policies orand ~~trademarks owned by others, that we~~ will ~~need~~be toable ~~acquire licenses under patents or trademarks belonging~~ to ~~others for~~influence ~~technology~~all ~~potentially useful or necessary to us~~corporate matters, ~~and~~which ~~that~~might ~~licenses will~~ not be ~~available~~in toother usshareholders’ ~~on acceptable terms, if at all~~interests.

~~We may have to litigate to enforce~~ CWR, our ~~patents~~largest ~~or trademarks~~shareholder, orowns toapproximately ~~determine~~18% of the ~~scope~~outstanding ~~and~~shares ~~validity~~ of ~~other parties~~Company’ ~~proprietary rights. Litigation could be very costly and divert management’~~s ~~attention.~~common ~~An adverse outcome in any litigation may have a severe negative effect on our financial results and~~ stock ~~price~~. ToDaniel ~~determine~~Gordon ~~the~~an ~~priority~~ affiliate of ~~inventions~~CWR, wedirectly ~~may have to participate in interference proceedings declared by the United States Patent~~ and ~~Trademark~~indirectly, ~~Office~~owns or ~~oppositions~~controls inapproximately ~~foreign~~24% ~~patent~~of ~~and trademark offices, which could result in substantial cost and limitations on~~ the ~~scope~~outstanding orshares ~~validity~~ of ~~our~~the ~~patents~~Company’s orcommon ~~trademarks~~stock.

WeOur common ~~also~~stock ~~rely~~is onentitled ~~trade~~to ~~secrets~~one ~~and~~vote ~~proprietary~~per ~~know-how, which~~share weon ~~seek~~all tomatters ~~protect~~submitted byto ~~confidentiality~~a ~~agreements~~vote ~~with~~of ~~our~~the ~~employees~~stockholders, ~~consultants,~~including ~~service~~the ~~providers~~election of directors. Our preferred stockholders CWR 1, LLC and ~~third~~Reprise ~~parties~~Management, Inc. ~~There~~are ~~is a~~entitled ~~risk~~to ~~that~~a ~~these~~9/10 ~~agreements~~per ~~may~~underlying becommon ~~breached~~share voting right, ~~and~~therefore ~~that~~our ~~the~~preferred ~~remedies~~stockholders ~~available~~are entitled to usvote ~~may~~1,687,500 ~~not~~common beshares. ~~adequate~~CWR and Reprise are affiliates of Dan Gordon. InThe ~~addition~~total voting power outstanding in the Company is approximately 29,707,124 ~~our~~votes. ~~trade~~CWR ~~secrets~~ and ~~proprietary~~Daniel ~~know-how~~Gordon ~~may~~thus ~~otherwise~~has power ~~become~~over ~~known~~approximately to14.7 million of the 29,797,124 total votes, or beapproximately ~~independently~~49% ~~discovered~~of bythe ~~others~~total votes.

14By virtue of its ownership of common stock, CWR and its affiliates are therefore able to exercise significant influence over all matters requiring approval by our stockholders, including the election of directors, the approval of significant corporate transactions, and any change of control of our company. It could prevent transactions, which would be in the best interests of the other shareholders. The interests of CWR and its affiliates may not necessarily be in the best interests of the shareholders in general.

~~Compliance with Changing Regulation of Corporate~~General ~~Governance and Public Disclosure May Result in Additional Expenses.~~Risks

~~Changing laws, regulations and standards relating~~The toCompany’s ~~corporate~~Success ~~governance~~Depends ~~and~~on ~~public~~Its ~~disclosure,~~Executive ~~including~~Management ~~the Sarbanes-Oxley Act of 2002~~ and ~~new~~Other ~~SEC~~Key ~~regulations, are creating uncertainty for companies such as ours~~Personnel. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.

IfThe Company’s wefuture ~~Fail~~success depends to ~~Comply~~a ~~with~~significant degree on the ~~Rules~~skills, ~~under~~experience and efforts of its executive management and other key personnel and their ability to provide the Company with uninterrupted leadership and direction. The loss of the services of ~~Sarbanes-Oxley~~any ~~Act~~of ~~Related~~the executive officers or a failure to ~~Accounting~~provide ~~Controls~~adequate succession plans for key personnel could have an adverse impact on the Company. The availability of highly qualified talent is limited and ~~Procedures~~the competition for talent is robust. However, orthe ifCompany ~~Material~~provides long-term ~~Weaknesses~~equity orawards ~~Other~~and ~~Deficiencies~~certain ~~are~~other ~~Discovered~~benefits for its executive officers which provides incentives for them to make a commitment to the Company. The Company’s future success will depend on its ability to have adequate succession plans in ~~our~~place and to attract, ~~Internal~~retain ~~Accounting~~and ~~Procedures~~develop qualified personnel. A failure to efficiently replace executive management members and other key personnel and to attract, ~~our~~retain ~~Stock~~and ~~Price~~develop ~~Could~~new ~~Decline~~qualified ~~Significantly~~personnel could have an adverse effect on the Company’s operations and implementation of its strategic plan.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. We are in the process of documenting and testing our internal control procedures, and we have identified the following material weaknesses in our internal control over financial reporting and other deficiencies: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. These material weaknesses and deficiencies could cause investors to lose confidence in our Company and result in a decline in our stock price and consequently affect our financial condition. In addition, if we fail to achieve and maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our Common Stock could drop significantly. In addition, we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.15

~~Failure~~Challenges with ToRespect ~~Comply~~to ~~with~~Labor ~~the~~Availability ~~U.S.~~Could ~~Foreign~~Negatively ~~Corrupt Practices~~Impact ~~Act,~~ the ~~U.K.~~Company’s ~~Bribery~~Ability ~~Act~~to Operate or ~~Other~~Grow ~~Applicable Anti-bribery Laws Could Have an Adverse Effect on~~ the ~~Company~~Business.

The ~~U.S. Foreign Corrupt Practices Act, the U.K. Bribery~~ ~~Act~~Company’s ~~and~~success ~~similar~~depends ~~anti-bribery laws~~ in ~~other~~part ~~jurisdictions~~on ~~generally prohibit companies and their intermediaries from making improper payments for~~ the ~~purpose~~ability of ~~obtaining~~its orbusinesses ~~retaining~~to ~~business.~~proactively ~~Recent~~attract, ~~years~~motivate, ~~have~~and ~~seen~~retain a ~~substantial~~qualified ~~increase in anti-bribery law enforcement activity~~and ~~with~~highly ~~more~~skilled ~~frequent~~workforce ~~and~~in ~~aggressive~~an ~~investigations~~intensely ~~and~~competitive ~~enforcement~~labor ~~proceedings~~market. byA ~~both~~failure ~~the~~to ~~Department of Justice and the SEC~~attract, ~~increased enforcement~~motivate ~~activity by non-U.S. regulators~~ and ~~increases~~retain inhighly ~~criminal~~skilled ~~and~~personnel could ~~civil~~adversely ~~proceedings~~affect ~~brought~~the ~~against companies and individuals. The~~ Company’s ~~policies~~operating ~~mandate~~results ~~compliance~~or ~~with~~its ~~all~~ability ~~anti-bribery~~to ~~laws.~~operate ~~However,~~or grow the ~~Company~~business. ~~operates~~Additionally, inany ~~certain countries that are~~labor ~~recognized~~stoppages asor ~~having~~labor ~~governmental~~disruptions, ~~and~~including ~~commercial~~due ~~corruption.~~to ~~The~~geopolitical ~~Company’s~~unrest, ~~internal~~unfavorable ~~control~~economic ~~policies~~or ~~and~~industry ~~procedures~~conditions, ~~may~~catastrophic ~~not always~~weather ~~protect~~events, itnatural ~~from~~disasters ~~reckless~~ or ~~criminal~~the ~~acts~~occurrence ~~committed by employees or third-party intermediaries. Violations~~ of ~~these~~a ~~anti-bribery~~contagious ~~laws may~~disease ~~result in criminal~~ or ~~civil~~illness ~~sanctions, which~~ could ~~have~~adversely aaffect ~~material adverse effect on~~ the Company’s ~~and~~operating results or its ~~financial~~ability ~~condition~~to ~~and~~operate ~~results of~~or ~~operations~~grow the business.

~~Changes in Tax laws or Exposure to Additional~~Political, ~~Income~~social ~~Tax~~and ~~Liabilities~~geopolitical ~~Could~~conditions ~~have~~can aadversely ~~Material~~affect ~~Impact on~~ our ~~Company, the Results of Operations, Financial Conditions and Cash Flows~~business.

WePolitical, social and geopolitical conditions in the markets in which our products are ~~subject~~expected to ~~income~~be ~~taxes~~sold have been and could continue to be difficult to predict, asresulting ~~well~~in asadverse ~~non-income-based~~effects on our business. The results of elections, referendums or other political ~~taxes~~conditions (including government shutdowns), geopolitical events and tensions, wars and other military conflicts in ~~the~~these ~~jurisdictions~~markets (including wars and conflicts in ~~which~~Ukraine, weIsrael ~~operate~~and Iran) have in the past impacted and could continue to impact how existing laws, regulations asand ~~well~~government asprograms ~~jurisdictions~~or ~~such~~policies are implemented or result in uncertainty as ~~the~~to ~~United~~how ~~States~~such laws, inregulations, ~~which~~programs or wepolicies ~~intend~~may change, including with respect to ~~have~~the ~~operations.~~negotiation of new trade agreements, new, expanded or retaliatory tariffs ~~The~~against ~~tax~~certain ~~laws~~countries inor ~~these~~covering ~~could~~certain products or ingredients, sanctions, environmental and climate change onregulations, taxes, benefit programs, the movement of goods, services and people between countries, relationships between countries, customer or consumer perception of a ~~prospective~~particular country or ~~retroactive~~its ~~basis,~~government and ~~any~~other ~~such~~matters. ~~changes~~Such ~~could~~conditions ~~adversely~~have ~~affect~~resulted usin and ~~our~~could ~~effective~~continue ~~tax~~to result in exchange rate fluctuation, limitations on access to credit markets and other corporate banking services, including working capital facilities, volatility in global stock markets and global economic uncertainty and heightened risk to employee safety, any of which can adversely affect our business.

~~Taxation~~Significant Increases ~~regulation~~ in ~~territories~~Tariffs around the world can also change very quickly, which may mean that all the implications for businesses may not have been fully thought through by the regulating authorities before final guidelines and laws are issued. Furthermore, any changes made by tax authorities, together with other legislative changes, to the mandatory sharing of company information (financial and operational) with tax authorities on ~~both~~Foreign aGoods ~~local~~May ~~and~~Harm ~~global basis, could lead to disagreements between jurisdictions with respect to~~ the ~~proper~~Company’s ~~allocation~~Financial ~~of profits between such jurisdictions~~Results. We therefore continuously monitor changes to tax regulation and double tax treaties between the territories in which we operate. We also maintain a comprehensive transfer pricing policy to govern the flow of funds between various tax territories.

WeThe Company ~~are~~is ~~further~~reliant ~~subject~~upon tothe ~~ongoing~~importation ~~tax~~of ~~audits~~raw inmaterials ~~the various~~and ~~jurisdictions~~medical indevices ~~which~~for weuse ~~operate.~~in Weour ~~regularly~~business, ~~assess~~especially ~~the~~goods ~~likely~~imported ~~outcomes~~from China. ofAny ~~these~~significant ~~audits~~change in ~~order to determine~~ the ~~appropriateness of~~tariffs ~~our~~imposed ~~tax~~on ~~provisions.~~those ~~However,~~goods ~~there~~could ~~can~~affect bethe noCompany’s ~~assurance~~ability ~~that~~to wesell ~~will~~its ~~accurately~~products ~~predict~~and services ~~the~~competitively ~~outcomes~~and ofcontrol ~~these~~its ~~audits~~cost structure, which could have a material ~~impact~~adverse effect on ~~the business, financial condition,~~ results of operations~~, and cash flows~~.

15Information technology failures and data security breaches could harm our business.

~~While~~As a wehealthcare ~~have~~services ~~recorded~~company, ~~reserves~~we ~~for~~are ~~potential~~subject ~~payments~~ to ~~various~~the ~~tax~~provisions ~~authorities~~of ~~related~~the toHealthcare ~~uncertain~~Insurance ~~tax~~Portability ~~positions,~~and ~~the~~Accountability ~~calculation~~Act of ~~such~~1996 to ~~tax~~protect ~~liabilities~~and ~~involves~~safeguard the ~~application~~personal health information (“PHI”) of ~~complex tax~~patients ~~regulations~~for inwhom ~~many~~we ~~jurisdictions~~provide services. ~~Therefore~~We use information technology, ~~any~~digital ~~dispute~~communications ~~with~~and aother ~~tax~~computer ~~authority~~resources ~~may~~to ~~result~~carry inout ~~payment~~important ~~that~~operational isactivities ~~significantly~~(prescription ~~different~~fulfillment, ~~from~~secure PHI disclosures to healthcare providers) and to maintain our ~~estimates~~business records. IfWe ~~the~~rely ~~payment~~on ~~proves~~third-party providers to bestore ~~less~~and ~~than~~secure sensitive ~~the~~data ~~recorded~~on ~~reserves~~our behalf, ~~the~~and ~~reversal~~we have not implemented internal systems and processes to address ongoing and evolving cybersecurity risks. We depend on various partners and service providers, and our software partners, to secure PHI, personal identifiable and confidential information. However, cyberattacks or other security breaches may remain undetected over an extended period of ~~the~~time ~~liabilities~~and ~~would~~may ~~generally~~not ~~result~~be addressed in ~~tax~~a ~~benefits~~timely ~~being~~manner ~~recognized~~to inminimize the ~~period~~impact, ~~when~~which wecould ~~determine~~result ~~the~~in ~~liabilities~~substantial costs. Many of our information technology and other computer resources are provided to beus noand/or ~~longer~~maintained ~~necessary~~on our behalf by third-party service providers pursuant to agreements that specify to varying degrees certain security and service level standards. ~~Conversely,~~We ifalso ~~the~~rely ~~payment~~upon our third-party service providers to maintain effective ~~proves~~cybersecurity measures to bekeep ~~more~~our ~~than~~information ~~the~~secure ~~reserves,~~and to carry cyber insurance. Although we ~~could~~and ~~incur~~our ~~additional~~service ~~charges~~providers employ what we believe are adequate security, disaster recovery and ~~these~~other ~~could~~preventative ~~have~~and corrective measures, our security measures, taken as a whole, ~~materially~~may ~~adverse~~not ~~effect~~be onsufficient ~~the~~for ~~business~~all possible situations and may be vulnerable to, ~~financial~~ ~~condition~~among other things, ~~results~~hacking, ofemployee ~~operations~~error, system error and ~~cash~~faulty ~~flows~~password management.

~~Risks Related to our Management and Control Persons~~16

Our ability ~~largest~~to ~~shareholder,~~conduct ~~CWR,~~our ~~has~~business ~~substantial control~~may ~~over~~be usimpaired if these information technology and computer resources, including our ~~policies~~websites and ~~will~~customer-facing applications, beare ~~able~~compromised, degraded or damaged or if they fail, whether due unintended errors, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error (including a failure of security controls incorporated into or applied to ~~influence~~such ~~all~~hardware ~~corporate~~or ~~matters~~software), ~~which~~telecommunications ~~might~~system ~~not~~failure, beservice provider error or failure or intentional or unintentional personnel actions, or loss of connectivity to our networked resources. A significant disruption in ~~other~~the ~~shareholders’~~functioning of these resources, or breach thereof, including our website, could damage our reputation and cause us ~~interests~~to lose customers, sales and revenue.

~~CWR~~In addition, breaches of our ~~largest~~information ~~shareholder~~technology systems or data security systems, ~~owns~~including ~~approximately~~cyberattacks ~~18%~~ and malicious uses of artificial intelligence, could result in the ~~outstanding~~unintended ~~shares~~and/or unauthorized public disclosure or the misappropriation of ~~Company’s~~proprietary, ~~common~~personal ~~stock.~~identifying and ~~Daniel~~confidential ~~Gordon~~information an(including ~~affiliate~~information ofwe ~~CWR~~collect and retain in connection with our business, ~~directly~~business partners and ~~indirectly~~employees), and ~~owns~~require us to incur significant expense (that we may not be able to recover in whole or ~~controls~~in part from our service providers or responsible ~~approximately~~parties, ~~24%~~or their or our insurers) to address and remediate or otherwise resolve. The unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying or confidential information may also lead to litigation or other proceedings against us by affected individuals and/or business partners and/or by regulators, and the ~~outstanding~~outcome ~~shares~~of such proceedings, which could include losses, penalties, fines, injunctions, expenses and charges recorded against our earnings, could have a material and adverse effect on our financial condition, results of ~~the~~operations and cash flows and harm our reputation. In addition, the ~~Company’s~~costs ~~common~~of ~~stock~~maintaining adequate protection against such threats, based on considerations of their evolution, increasing sophistication, pervasiveness and frequency and/or increasingly demanding government-mandated standards or obligations regarding information security and privacy, could be material to our consolidated financial statements in a particular period or over various periods.

~~Our common stock is entitled to one vote per share~~Risks onRelated ~~all matters submitted~~ to ~~a vote of the stockholders~~Legal, ~~including~~Accounting the election of directors. Each share of Series A Preferred Stock is entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 20 votes, including the election of directors. The total voting power outstanding in the company is approximately 27,657,659 votes, including 27,657,679 common shares outstanding with one vote per share, and ~~-0-~~Regulatory ~~shares of Series A Preferred Stock with 20 votes per share. CWR and Daniel Gordon thus has power over approximately 14.4 million of the 27,657,659 total votes, or approximately 42% of the total votes.~~Matters

ByFailure by ~~virtue~~us ofto ~~its~~maintain ~~ownership~~the ofproprietary ~~common~~nature ~~stock,~~of ~~CWR~~our ~~is therefore~~technology ~~able~~could tohave ~~exercise~~a ~~significant~~material ~~influence~~adverse ~~over~~effect ~~all~~on ~~matters requiring approval by~~ our ~~stockholders~~business, ~~including~~operating ~~the~~results, ~~election~~financial ~~of directors~~condition, ~~the~~ ~~approval~~stock ~~of significant corporate transactions~~price, and ~~any~~on ~~change of control of~~ our ~~company.~~ability Itto ~~could~~compete ~~prevent transactions, which would be in the best interests of the other shareholders~~effectively. ~~CWR’s interests may not necessarily be in the best interests of the shareholders in general.~~

~~Our~~We principally ~~lack~~rely ofupon ~~adequate~~trade ~~D&O~~secret ~~insurance~~and ~~may~~contract ~~also~~law to establish and protect our proprietary rights. There is a risk that claims allowed ~~make~~on itany ~~difficult~~patent ~~for~~licenses usor trademarks we hold may not be broad enough to ~~retain~~protect our technology. In addition, patent licenses or trademarks may be challenged, invalidated or circumvented and ~~attract~~we ~~talented~~cannot be certain that the rights granted thereunder will provide competitive advantages to us. Moreover, any current or future issued or licensed patents, or trademarks, or currently existing or future developed trade secrets or know-how may not afford sufficient protection against competitors with similar technologies or processes, and ~~skilled~~the ~~directors~~possibility exists that certain of our already issued patents or trademarks may infringe upon third party patents or trademarks or be designed around by others. In addition, there is a risk that others may independently develop proprietary technologies and ~~officers~~processes, which are the same as, substantially equivalent, or superior to ours, or become available in the market at a lower price.

In the future we may be subject to litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Although we intend to so obtain D&O insurance, without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.17

~~Our~~In addition, ~~Officer~~foreign ~~and~~laws ~~Key~~treat ~~Personnel~~the protection of proprietary rights differently from laws in the United States and may ~~voluntarily~~not protect our ~~terminate~~proprietary ~~their~~rights ~~relationship~~to ~~with~~the ussame atextent ~~any~~as ~~time~~U.S. laws. The failure of foreign laws or judicial systems to adequately protect our proprietary rights or intellectual property, ~~and~~including ~~competition~~intellectual ~~for~~property ~~qualified~~developed ~~personnel~~on isour ~~lengthy~~behalf by foreign contractors or subcontractors may have a material adverse effect on our business, ~~costly~~operations, financial results, and ~~disruptive~~stock price.

IfThere is wea ~~lose~~risk ~~the~~that ~~services~~we ofhave ~~our~~infringed ~~officers~~or ~~and~~in ~~key~~the ~~personnel and~~future ~~fail~~will toinfringe ~~replace~~patents ~~them~~or iftrademarks ~~they~~owned ~~depart~~by others, that we ~~could~~will ~~experience~~need ~~a negative effect on our ability~~ to ~~implement~~acquire ~~any~~licenses under ~~future~~patents ~~business~~or ~~plans~~trademarks ~~and on~~belonging ~~our~~to ~~stock~~others ~~price.~~for ~~The~~technology ~~loss~~potentially ~~and~~useful ~~our~~or ~~failure~~necessary to ~~attract~~us, ~~integrate, motivate,~~ and ~~retain~~that ~~additional~~licenses ~~key~~will ~~employees~~not ~~could~~be ~~have a material~~available ~~adverse~~to ~~effect~~us on ~~our~~acceptable ~~future business~~terms, ~~operating~~if ~~and~~at ~~financial results and stock price~~all.

16We may have to litigate to enforce our patents or trademarks or to determine the scope and validity of other parties’ proprietary rights. Litigation could be very costly and divert management’s attention. An adverse outcome in any litigation may have a severe negative effect on our financial results and stock price. To determine the priority of inventions, we may have to participate in interference proceedings declared by the United States Patent and Trademark Office or oppositions in foreign patent and trademark offices, which could result in substantial cost and limitations on the scope or validity of our patents or trademarks.

~~Risks~~We also ~~Relating~~rely on trade secrets and proprietary know-how, which we seek to ~~Our~~protect ~~Company~~by confidentiality agreements with our employees, consultants, service providers and ~~Industry~~third parties. There is a risk that these agreements may be breached, and that the remedies available to us may not be adequate. In addition, our trade secrets and proprietary know-how may otherwise become known to or be independently discovered by others.

~~The~~Compliance with ~~success~~changing regulation of ~~our~~corporate ~~business~~governance ~~depends~~and onpublic ~~our~~disclosure ~~ability to~~may ~~maintain~~result ~~and~~in ~~enhance~~additional ~~our reputation and brand~~expenses.

WeChanging laws, ~~believe~~regulations ~~that~~and ~~our~~standards ~~reputation~~relating into ~~our~~corporate ~~industry~~governance ~~is of~~and ~~significant~~public ~~importance~~disclosure, toincluding the ~~success~~can ofcreate ~~our~~uncertainty ~~business~~for companies such as ours. AThese ~~well-recognized~~new ~~brand~~or ischanged ~~critical~~laws, toregulations ~~increasing~~and ~~our~~standards ~~customer~~are ~~base~~subject ~~and,~~to ~~in turn,~~varying ~~increasing~~interpretations ~~our~~in ~~revenue.~~many ~~Since~~cases due ~~the~~to ~~industry~~their islack ~~highly~~of ~~competitive~~specificity, ~~our~~and ~~ability~~as toa ~~remain~~result, ~~competitive~~their ~~depends~~application toin apractice ~~large~~may ~~extent~~evolve ~~on our~~over ~~ability~~time toas ~~maintain~~new ~~and~~guidance ~~enhance~~is ~~our~~provided ~~reputation~~by regulatory and ~~brand~~governing bodies, which could beresult ~~difficult~~in ~~and~~continuing ~~expensive.~~uncertainty Toregarding ~~maintain~~compliance matters and ~~enhance~~higher ~~our reputation~~costs ~~and~~necessitated ~~brand,~~by weongoing ~~need~~revisions to ~~successfully~~disclosure ~~manage~~and ~~many~~governance ~~aspects~~practices. We are committed to maintaining high standards of corporate ~~our~~governance ~~business~~and public disclosure. As a result, ~~such~~we asintend ~~cost-effective~~to ~~marketing~~invest ~~campaigns~~resources to ~~increase~~comply ~~brand~~with ~~recognition and~~evolving ~~awareness~~laws, inregulations aand standards, ~~highly~~as ~~competitive~~funds ~~market.~~permit, Weand ~~cannot~~this ~~assure~~investment ~~you,~~may ~~however,~~result ~~that~~in ~~these~~increased ~~activities~~general ~~will~~and beadministrative ~~successful~~expenses and ~~achieve~~a ~~the~~diversion of ~~brand~~management ~~promotion~~time ~~goals~~and weattention ~~expect.~~from Ifrevenue-generating weactivities ~~fail~~ to ~~maintain~~compliance ~~and~~activities. ~~enhance~~If our ~~reputation~~efforts ~~and~~to ~~brand,~~comply with new or changed iflaws, weregulations ~~incur~~and ~~excessive~~standards ~~expenses~~differ infrom ~~our efforts~~the toactivities dointended ~~so,~~by ~~our~~regulatory ~~business,~~or ~~financial~~governing ~~conditions~~bodies ~~and~~due ~~results~~to ofambiguities related ~~operations~~to ~~could~~practice, beour ~~adversely~~reputation ~~affected~~may be harmed.

~~In the event that we are unable to successfully compete in our industry, we may see lower profit margins~~18

~~We face substantial competition in our industry. Due~~If towe ~~our~~fail ~~smaller size, it can be assumed that some of our competitors have greater financial, technical, and other competitive resources. Accordingly, these competitors may have already begun~~ to ~~establish~~comply ~~superior~~with ~~technologies~~the inrules ~~our~~under ~~industry.~~the Wesarbanes-oxley ~~will~~act ~~attempt~~related to ~~compete~~accounting ~~against these~~controls ~~competitors~~and ~~by developing technology that exceed what is offered by our competitors. However~~procedures, weor ~~cannot~~if ~~assure~~material ~~you that our technology~~weaknesses ~~will outperform competing technology,~~ or ~~that~~other ~~our~~deficiencies ~~competitors~~are ~~will~~discovered ~~not~~in ~~develop new products or services that exceed what we provide. In addition, we may face competition based on price. If~~ our ~~competitors~~internal ~~lower~~accounting ~~the prices on their products~~procedures, ~~then it may not be possible for us to market~~ our ~~products~~stock atprice ~~prices that are economically viable. Increased competition~~ could ~~result~~decline ~~in:~~significantly.

●Section 404 ~~Lower~~of ~~than~~the ~~projected~~Sarbanes-Oxley ~~revenues~~Act requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. We are in the process of documenting and testing our internal control procedures, and we have identified the following material weaknesses in our internal control over financial reporting and other deficiencies: (i) inadequate segregation of duties and effective risk assessment; ●and ~~Price~~(ii) ~~reductions~~insufficient written policies and ~~lower~~procedures for ~~profit~~accounting ~~margins~~and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. These material weaknesses and deficiencies could cause investors to lose confidence in our Company and result in a decline in our stock price and consequently affect our financial condition. In addition, if we fail to achieve and maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our Common Stock could drop significantly. In addition, we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.

~~Any~~Failure to ~~one~~comply ofwith ~~these~~the ~~results~~u.s. ~~could~~foreign ~~adversely~~corrupt ~~affect~~practices ~~our business~~act, ~~financial~~the ~~condition,~~u.k. ~~and~~bribery ~~results~~act ofor ~~operations~~other applicable anti-bribery laws could have an adverse effect on the company.

InThe U.S. ~~addition~~Foreign Corrupt Practices Act, ~~our~~and ~~competitors~~similar ~~may~~anti-bribery ~~develop~~laws ~~competing~~in other jurisdictions generally prohibit companies ~~products~~and ~~that~~their ~~achieve~~intermediaries ~~greater~~from ~~market~~making ~~acceptance~~improper payments for the purpose of obtaining or retaining business. ItRecent isyears ~~also~~have ~~possible~~seen ~~that~~a ~~new~~substantial increase ~~competitors~~in ~~may~~anti-bribery ~~emerge~~law enforcement activity with more frequent and ~~acquire~~aggressive ~~significant~~investigations ~~market~~and ~~share~~enforcement proceedings by both the Department of Justice and the SEC, increased enforcement activity by non-U.S. regulators and increases in criminal and civil proceedings ~~Our~~brought ~~inability~~against tocompanies ~~achieve~~and ~~sales~~individuals. The Company’s internal control policies and ~~revenue~~procedures ~~due~~may tonot ~~competition~~always ~~will~~protect it from reckless or criminal acts committed by employees or third-party intermediaries. Violations of these anti-bribery laws may result in criminal or civil sanctions, which could have ana material adverse effect on ~~our~~the ~~business,~~Company and its financial condition, and results of operations.

IfChanges in wetax ~~are~~laws ~~unable~~or exposure to ~~successfully~~additional ~~manage~~income ~~growth,~~ tax liabilities could have a material impact on our company, the results of operations, ~~could~~financial beconditions ~~adversely~~and ~~affected~~cash flows.

~~Our~~We are ~~progress~~subject ~~is expected~~ to ~~require~~income ~~the~~taxes, ~~full~~as ~~utilization of~~well ~~our~~as ~~management,~~non-income-based ~~financial~~taxes ~~and~~in ~~other~~the ~~resources.~~jurisdictions ~~Our~~in ~~ability~~which towe ~~manage~~operate, ~~growth~~as ~~effectively~~well ~~will~~as ~~depend~~jurisdictions onsuch as ~~our~~the ~~ability~~United toStates, ~~improve~~in ~~and~~which ~~expand operations,~~we ~~including~~intend ~~our~~to ~~financial~~have ~~and~~operations. ~~management~~The ~~information~~tax ~~systems,~~laws ~~and~~in tothese ~~recruit,~~could ~~train~~change ~~and~~on ~~manage~~a ~~personnel.~~prospective ~~There~~or ~~can~~retroactive bebasis, and noany ~~absolute assurance~~such ~~that~~changes ~~management~~could ~~will~~adversely beaffect ~~able~~us toand ~~manage~~our ~~growth~~effective ~~effectively~~tax rate.

IfTaxation regulation wein doterritories ~~not~~around ~~properly~~the ~~manage~~world ~~the~~can ~~growth~~also ofchange ~~our~~very ~~business~~quickly, we which may ~~experience~~mean ~~significant~~that ~~strains~~all onthe ~~our~~implications ~~management~~for ~~and~~businesses ~~operations~~may not ~~and~~have ~~disruptions~~been infully ~~our~~thought ~~business.~~through ~~Various~~by ~~risks~~the ~~arise~~regulating ~~when~~authorities ~~companies~~ before final guidelines and ~~industries~~laws ~~grow~~are ~~quickly~~issued. IfFurthermore, ~~our~~any ~~business~~changes made orby ~~industry~~tax ~~grows~~authorities, ~~too~~together ~~quickly,~~with ~~our~~other ~~ability~~legislative changes, to ~~meet~~the ~~customer~~mandatory ~~demand~~sharing inof acompany ~~timely~~information (financial and ~~efficient~~operational) ~~manner~~with ~~could~~tax beauthorities ~~challenged.~~on Weboth ~~may~~a ~~also~~local ~~experience~~and ~~development~~global ~~delays~~basis, ascould welead ~~seek~~ to ~~meet~~disagreements ~~increased~~between ~~demand~~jurisdictions ~~for~~with ~~our~~respect ~~services~~to ~~and~~the ~~platform.~~proper allocation ~~Our~~of ~~failure~~profits tobetween ~~properly~~such ~~manage~~jurisdictions. ~~the~~We ~~growth~~therefore ~~that~~continuously wemonitor orchanges ~~our~~to ~~industry~~tax ~~might~~regulation ~~experience~~and ~~could~~double ~~negatively~~tax ~~impact~~treaties ~~our~~between ~~ability~~the territories toin ~~execute~~which onwe ~~our operating~~operate. ~~plan~~We ~~and,~~also ~~accordingly,~~maintain ~~could~~a ~~have~~comprehensive antransfer ~~adverse~~pricing ~~impact~~policy onto ~~our~~govern ~~business,~~the ~~our cash~~ flow ~~and results~~ of ~~operations,~~funds ~~and~~between ~~our reputation~~various ~~with~~tax ~~our current or potential customers~~territories.

~~We may fail to successfully integrate acquisitions or otherwise be unable to benefit from pursuing acquisitions.~~19

~~We believe there are meaningful opportunities to grow~~Risks ~~through~~Related ~~acquisitions and joint ventures across all service categories, and we expect~~ to ~~continue~~our aManagement ~~strategy of selectively identifying~~ and ~~acquiring~~Control businesses with complementary services. We may be unable to identify, negotiate, and complete suitable acquisition opportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with our operations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems, or others, occur as a result of our acquisition strategy, the impact could be material:Persons

●Our lack ~~difficulties integrating personnel from acquired entities and other corporate cultures into our business; difficulties integrating information systems; ● the potential loss~~ of ~~key~~adequate ~~employees~~D&O ofinsurance ~~acquired~~may ~~companies;~~also ●make ~~the~~it ~~assumption~~difficult offor ~~liabilities~~us ~~and exposure~~ to ~~undisclosed~~retain orand ~~unknown~~attract ~~liabilities~~talented ofand ~~acquired~~skilled ~~companies;~~directors orand ~~the diversion of management attention from existing operations~~officers.

17In the future we may be subject to litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Although we intend to so obtain D&O insurance, without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

~~The elimination of monetary liability against~~Our ~~our~~Officer ~~directors, officers~~ and ~~employees~~Key ~~under~~Personnel ~~our~~may ~~Articles~~voluntarily ofterminate ~~Incorporation~~their ~~and~~relationship ~~the~~with ~~existence~~us ofat ~~indemnification~~any ~~rights to our directors~~time, ~~officers~~ and ~~employees~~competition ~~may~~for ~~result~~qualified inpersonnel ~~substantial expenditures by our Company and may discourage lawsuits against our directors~~is lengthy, ~~officers~~costly, and ~~employees~~disruptive.

~~Our Articles of Incorporation contain provisions that~~If ~~eliminate~~we lose the ~~liability~~services of our ~~directors~~officers ~~for~~and ~~monetary~~key ~~damages~~personnel ~~to our Company~~ and ~~shareholders.~~fail ~~Our bylaws also require us~~ to ~~indemnify our~~replace ~~officers~~them ~~and~~if ~~directors.~~they Wedepart, ~~may~~we ~~also~~could ~~have~~experience ~~contractual~~a ~~indemnification~~negative ~~obligations under our agreements with our directors, officers,~~effect ~~and~~on ~~employees. The foregoing indemnification obligations could result in~~ our ~~company~~ability ~~incurring substantial expenditures~~ to ~~cover~~implement ~~the~~any ~~cost of~~future ~~settlement~~business orplans ~~damage awards against directors, officers,~~ and ~~employees~~on ~~that~~our westock ~~may be unable to recoup~~price. ~~These~~The ~~provisions~~loss and ~~resulting costs may also discourage~~ our ~~company~~failure ~~from~~to ~~bringing a lawsuit against directors~~attract, ~~officers~~integrate, ~~and employees for breaches of their fiduciary duties~~motivate, and ~~may~~retain ~~similarly~~additional ~~discourage~~key ~~the~~employees ~~filing~~could ofhave ~~derivative~~a ~~litigation~~material byadverse ~~our~~effect ~~shareholders~~on ~~against~~ our ~~directors,~~future ~~officers~~business, operating and ~~employees even~~financial ~~though~~results ~~such actions, if successful, might otherwise benefit our Company~~ and stock ~~shareholders~~price.

~~Failure to establish and maintain an effective~~Risks ~~system~~Relating ~~of internal controls could result in material misstatements of our financial statements or cause us~~ to ~~fail~~Our toCompany ~~meet our reporting obligations or fail to prevent fraud in which case, our stockholders could lose confidence in our financial reporting, which would harm our business~~ and could negatively impact the price of our stock. Furthermore, our management and our independent auditors have identified certain internal control deficiencies, which management and our independent auditors believe constitute material weaknesses.Industry

~~Prior to the Acquisition, Polomar was a private company~~The ~~with~~success ~~limited~~of ~~accounting personnel and other resources with which to address~~ our ~~internal~~business ~~controls~~depends ~~and~~on ~~procedures. Following the Acquisition, we must review and update~~ our ~~internal~~ability ~~controls,~~to ~~disclosure~~maintain ~~controls~~ and ~~procedures,~~enhance ~~and corporate governance policies as~~ our ~~Company continues~~reputation ~~to evolve. In addition, in connection with the Acquisition~~ and becoming a company that files reports with the SEC, we are required to comply with the internal control evaluation and certification requirements of Section 404 of SOX and management is required to report annually on our internal control over financial reportingbrand. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of SOX until the date we are no longer a “smaller reporting company” as defined by applicable SEC rules. We will remain a “smaller reporting company” as long as our public float remains less than $250 million as of the last business day of our most recently-completed second fiscal quarter.

~~Any~~We believe ~~ineffective~~that ~~internal control regarding~~ our ~~financial reporting~~reputation ~~could~~in ~~have an adverse effect on~~ our ~~business~~industry ~~and~~is ~~financial~~of ~~results~~significant ~~and~~importance to the ~~price~~success of our ~~common~~business. ~~stock~~A ~~could~~well-recognized bebrand ~~negatively~~is ~~affected~~critical ~~once~~to weincreasing ~~become~~our acustomer ~~registrant~~base ~~required~~and, toin ~~file~~turn, ~~registration~~increasing ~~statements~~our ~~with~~revenue. Since the ~~SEC.~~industry ~~This~~is ~~reporting~~highly ~~requirement~~competitive, ~~could~~our ~~also~~ability ~~make~~to ~~it more~~remain ~~difficult~~competitive ordepends ~~more~~to ~~costly~~a ~~for~~large usextent toon ~~obtain~~our ~~certain~~ability ~~types~~to ofmaintain ~~insurance,~~and ~~including~~enhance ~~director~~our reputation and ~~officer~~brand, ~~liability~~which ~~insurance,~~could ~~and~~be wedifficult ~~may~~and beexpensive. ~~forced~~To tomaintain ~~accept~~and ~~reduced~~enhance ~~policy~~our ~~limits~~reputation and ~~coverage~~brand, orwe ~~incur~~need ~~substantially~~to ~~higher~~successfully ~~costs~~manage tomany ~~obtain~~aspects ~~the~~of ~~same~~our orbusiness, ~~similar~~such ~~coverage.~~as ~~Any system~~cost-effective ofmarketing ~~internal~~campaigns ~~controls,~~to ~~however~~increase ~~well~~brand ~~designed~~recognition and ~~operated,~~awareness ~~is based~~ in ~~part~~a onhighly ~~certain~~competitive ~~assumptions~~market. ~~and~~We ~~can~~cannot ~~provide~~assure ~~only reasonable~~you, ~~not absolute~~however, ~~assurances~~ that ~~the~~these activities ~~objectives~~will ofbe ~~the~~successful ~~system~~and ~~are~~achieve ~~met.~~the ~~Any~~brand ~~failure~~promotion orgoals ~~circumvention~~we ofexpect. ~~the~~If ~~controls~~we ~~and~~fail ~~procedures or failure~~ to ~~comply~~maintain ~~with regulation concerning control~~ and ~~procedures~~enhance ~~could have a material effect on~~ our ~~business,~~reputation ~~results of operation~~ and ~~financial~~ ~~condition.~~brand, ~~Any~~or ofif ~~these~~we ~~events~~incur ~~could~~excessive ~~result~~expenses in anour ~~adverse~~efforts ~~reaction in the financial marketplace due~~ to ado ~~loss of investor confidence in the reliability of our financial statements~~so, ~~which ultimately could negatively affect the market price of~~ our ~~shares~~business, ~~increase~~financial ~~the~~conditions ~~volatility of our stock price~~ and ~~adversely~~results ~~affect our ability to raise additional funding. The effect~~ of ~~these~~operations ~~events~~ could ~~also make it more difficult~~ ~~for~~be usadversely ~~to attract and retain qualified persons to serve on our board of directors and as executive officers~~affected.

We will need to evaluate our existing internal controls over financial reporting against the criteria set forth in Internal Control – Integrated Framework (2013) (the “Framework”) issued by the Committee of Sponsoring Organizations of the Treadway Commission. During the course of our ongoing evaluation of the internal controls, we may identify other areas requiring improvement and may have to design enhanced processes and controls to address issues identified through this review. Remediating any deficiencies, significant deficiencies or material weaknesses that we or our independent registered public accounting firm may identify may require us to incur significant costs and expend significant time and management resources. We cannot assure you that any of the measures we implement to remedy any such deficiencies will effectively mitigate or remedy such deficiencies. The existence of one or more material weaknesses could affect the accuracy and timing of our financial reporting. Investors could lose confidence in our financial reports, and the value of our common stock may be harmed, if our internal controls over financial reporting are found not to be effective by management or by an independent registered public accounting firm or if we make disclosure of existing or potential material weaknesses in those controls.20

~~Even if we conclude that our internal control over~~In ~~financial reporting provides reasonable assurance regarding~~ the ~~reliability~~event ofthat ~~financial~~we ~~reporting~~are ~~and~~unable ~~the~~to ~~preparation~~successfully ofcompete ~~financial statements for external purposes~~ in ~~accordance~~our ~~with generally accepted accounting principles~~industry, ~~because~~we ~~of its inherent limitations, internal control over financial reporting~~ may ~~not~~see ~~prevent~~lower orprofit detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our future reporting obligations.margins

~~Our~~We face ~~reporting~~substantial ~~obligations~~competition asin aour ~~public~~industry. ~~company~~Due ~~will place~~to aour ~~significant~~smaller ~~strain~~size, onit can be assumed that some of our ~~management,~~competitors ~~operational~~have ~~and~~greater financial, technical, ~~resources~~ and ~~systems~~other ~~for~~competitive ~~the~~resources. ~~foreseeable~~Accordingly, ~~future.~~these Ifcompetitors wemay ~~fail~~have already begun to establish superior technologies ~~timely~~in ~~achieve~~our ~~and~~industry. ~~maintain~~We ~~the~~will ~~adequacy~~attempt ofto ~~our~~compete ~~internal~~against ~~control~~these ~~over~~competitors ~~financial~~by ~~reporting,~~developing wetechnology ~~may~~that ~~not~~exceed bewhat ~~able~~is tooffered ~~produce~~by ~~reliable~~our ~~financial~~competitors. ~~reports~~However, orwe ~~help~~cannot ~~prevent~~assure ~~fraud.~~you ~~Our~~that ~~failure~~our totechnology ~~achieve~~will ~~and~~outperform ~~maintain~~competing ~~effective~~technology, ~~internal~~or ~~control~~that ~~over~~our ~~financial~~competitors ~~reporting~~will ~~could~~not ~~prevent~~develop usnew ~~from~~products ~~filing~~or ~~our~~services ~~periodic~~that ~~reports~~exceed onwhat awe ~~timely~~provide. ~~basis~~In ~~which~~addition, ~~could~~we ~~result~~may inface ~~the~~competition ~~loss~~based ofon ~~investor~~price. ~~confidence~~If inour ~~the~~competitors ~~reliability~~lower ofthe ~~our financial~~prices ~~statements~~on their products, ~~harm~~then ~~our~~it ~~business~~may ~~and~~not ~~negatively~~be ~~impact~~possible ~~the~~for ~~trading~~us ~~price~~to ofmarket our ~~common~~products ~~stock~~at prices that are economically viable. Increased competition could result in:

18● Lower than projected revenues; ● Price reductions and lower profit margins.

~~Item~~Any one ~~1B.~~of ~~Unresolved~~these ~~Staff~~results ~~Comments~~could adversely affect our business, financial condition, and results of operations.

~~Not~~In addition, ~~applicable~~our ~~for~~competitors ~~smaller~~may ~~reporting~~develop ~~reporting~~competing ~~companies~~products that achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Our inability to achieve sales and revenue due to competition will have an adverse effect on our business, financial condition, and results of operations.

~~Item~~If we ~~1C.~~are ~~Cybersecurity~~unable to successfully manage growth, our operations could be adversely affected.

We may ~~currently~~fail ~~use a third-party sub-contractor~~ to ~~manage Information~~successfully ~~Technology~~integrate ~~(IT)~~acquisitions ~~issues,~~or ~~including~~otherwise ~~with~~be ~~respect~~unable to ~~protection~~benefit ~~against,~~from ~~detection,~~pursuing ~~and response to cyberattacks but have not adopted an Information Technology Policy as a result of our size and the status of our operations~~acquisitions.

~~Additionally,~~We believe wethere ~~utilize~~are ~~third~~meaningful ~~party~~opportunities ~~vendors~~to grow through acquisitions and joint ventures across all service categories, and we expect ~~providers~~to ~~for~~continue ~~legal,~~a ~~accounting,~~strategy ~~executive~~of ~~management~~selectively identifying and acquiring businesses with complementary services. For instance, ~~web~~we ~~hosting~~have ~~and~~entered ~~maintenance~~into an agreement to combine with Altanine, which remains subject to the satisfaction or waiver of certain closing conditions, and ~~other~~which ~~activities~~we expect to close in the second quarter of 2026. We ~~believe~~may ~~that~~be ~~our third-party~~unable ~~vendors~~to identify, negotiate, and ~~service~~complete ~~providers~~suitable ~~have~~acquisition ~~their~~opportunities ~~own~~on ~~respective~~reasonable ~~cybersecurity~~terms. ~~protocols~~There ~~which~~can be no assurance that any business acquired by us will be successfully integrated with our ~~management~~operations ~~believes~~or prove to be ~~adequate~~profitable to us. We may incur future liabilities related to ~~for~~acquisitions. ~~protecting~~Should any of the ~~Company’s~~following ~~data~~problems, ~~that~~or ~~might~~others, beoccur inas ~~their~~a ~~possession~~result ~~from~~of ~~time~~our toacquisition ~~time.~~strategy, the impact could be material:

~~Our~~● ~~chief~~difficulties ~~executive~~integrating ~~officer~~personnel ~~and~~from ~~directors~~acquired ~~are~~entities ~~responsible for assessing~~ and ~~managing~~other ~~cybersecurity~~corporate ~~risks,~~cultures ~~but~~into our ~~officers~~business; ~~and~~difficulties ~~directors~~integrating doinformation ~~not~~systems; ~~have~~● ~~specific~~the ~~cybersecurity~~potential ~~expertise.~~loss Weof ~~believe that~~key ~~once~~employees of acquired companies; ● the ~~Company~~assumption ~~commences~~of ~~operations,~~liabilities ~~cybersecurity~~and ~~will~~exposure ~~represent~~to anundisclosed ~~important~~or ~~component~~unknown liabilities of ~~the~~acquired ~~Company’s~~companies; ~~overall~~or ~~approach to~~the ~~risk~~diversion of management ~~and~~attention ~~oversight~~from existing operations.

The nature of our business provides us with access to personal health information (“PHI”) which is considered protected data under the Health Insurance Portability and Accountability Act of the 1996 (“HIPAA”). Our data storage and websites that access PHI are HIPAA compliant.21

Cybersecurity threats have not materially affected, and are not reasonably likely to affect, the Company, including its business strategy, results of operations or financial condition while its operations are suspended. The ~~Company is not aware of any material security breach to date. Accordingly, the Company has not incurred~~ ~~any~~elimination ~~expenses over the last two years relating to information security breaches. The occurrence~~ of ~~cyber-incidents,~~monetary orliability aagainst ~~deficiency in~~ our ~~cybersecurity~~directors, orofficers inand ~~those~~employees ofunder ~~any of~~ our ~~third~~Articles ~~party service providers could negatively impact us by causing a disruption to our operations, if any, a compromise or corruption~~ of ~~our~~Incorporation ~~confidential information~~ and ~~systems,~~the ~~or damage to our business relationships or reputation,~~existence ~~all~~ of ~~which~~indemnification ~~could~~rights ~~negatively~~to ~~impact~~ our ~~business~~directors, ifofficers ~~any,~~ and ~~results~~employees ofmay ~~operations.~~result ~~There~~in ~~can~~substantial beexpenditures noby ~~assurance~~our ~~that the~~ Company~~’s third-party~~ ~~vendors’~~ and ~~service~~may ~~providers’~~discourage lawsuits ~~cybersecurity~~against ~~risk~~our ~~management processes~~directors, ~~including its their policies~~officers, ~~controls or procedures, will be fully implemented, complied with or effective in protecting the Company’s systems~~ and ~~information~~employees.

~~Item~~Our Articles 2of Incorporation contain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders. Our ~~Properties~~bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers, and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers, and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers, and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers, and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.

~~Our~~Failure to ~~principal~~establish ~~executive~~and ~~offices~~maintain ~~are~~an ~~located~~effective atsystem ~~10940~~of internal controls could result in material misstatements of our financial statements ~~Wilshire~~or ~~Boulevard,~~cause ~~Suite~~us ~~705,~~to ~~Los~~fail ~~Angeles~~to meet our reporting obligations or fail to prevent fraud in which case, CAour ~~90024~~stockholders could lose confidence in our financial reporting, which iswould ~~used~~harm byour ~~affiliates~~business and could negatively impact the price of ~~CWR~~our stock. WeFurthermore, doour ~~not~~management and ~~pay~~our ~~any~~independent ~~rent~~auditors orhave ~~lease~~identified ~~payments~~certain ~~to CWR~~internal orcontrol ~~its~~deficiencies, ~~affiliates~~which ~~for~~management ~~use~~and ofour ~~the~~independent ~~facilities~~auditors atbelieve constitute ~~this~~material ~~time~~weaknesses.

WePrior to ~~operate~~the Acquisition, Polomar was a ~~Food~~private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Following the Acquisition, ~~Drug~~we must review and ~~Cosmetics~~update ~~Act~~our ~~(“FD&C”)~~internal controls, disclosure controls and procedures, ~~compliant~~and ~~503A~~corporate ~~compounding~~governance ~~pharmacy~~policies ~~located~~as atour ~~32866~~Company UScontinues ~~Highway~~to 19evolve. NIn addition, ~~Palm~~in ~~Harbor~~connection with the Acquisition and becoming a company that files reports with the SEC, FLwe ~~34684~~are required to comply with the internal control evaluation and certification requirements of Section 404 of SOX and management is required to report annually on our internal control over financial reporting. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of SOX until the date we are no longer a “smaller reporting company” as defined by applicable SEC rules. We will remain a “smaller reporting company” as long as our public float remains less than $250 million as of the last business day of our most recently-completed second fiscal quarter.

WeAny ineffective dointernal ~~not~~control ~~own~~regarding ~~any~~our ~~property.~~financial Wereporting ~~believe~~could ~~that~~have an adverse effect on our ~~properties~~business and financial results and ~~are~~the ~~adequate~~price ~~for~~of our ~~current~~common ~~needs~~stock could be negatively affected once we become a registrant required to file registration statements with the SEC. This reporting requirement could also make it more difficult or more costly for us to obtain certain types of insurance, ~~but~~including director ~~growth~~and officer liability insurance, and we may ~~require~~be ~~larger~~forced ~~facilities~~to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the ~~event~~objectives of the ~~addition~~system are met. Any failure or circumvention of ~~personnel~~the controls and procedures or failure to comply with regulation concerning control and procedures could have a material effect on our business, results of operation and financial condition. Any of these events could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively affect the market price of our shares, increase the volatility of our stock price and adversely affect our ability to raise additional funding. The effect of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors and as executive officers.

~~Item~~We will 3need to evaluate our existing internal controls over financial reporting against the criteria set forth in Internal Control – Integrated Framework (2013) (the “Framework”) issued by the Committee of Sponsoring Organizations of the Treadway Commission. During ~~Legal~~the ~~Proceedings~~course of our ongoing evaluation of the internal controls, we may identify other areas requiring improvement and may have to design enhanced processes and controls to address issues identified through this review. Remediating any deficiencies, significant deficiencies or material weaknesses that we or our independent registered public accounting firm may identify may require us to incur significant costs and expend significant time and management resources. We cannot assure you that any of the measures we implement to remedy any such deficiencies will effectively mitigate or remedy such deficiencies. The existence of one or more material weaknesses could affect the accuracy and timing of our financial reporting. Investors could lose confidence in our financial reports, and the value of our common stock may be harmed, if our internal controls over financial reporting are found not to be effective by management or by an independent registered public accounting firm or if we make disclosure of existing or potential material weaknesses in those controls.

~~From~~Even if ~~time~~we toconclude ~~time,~~that weour ~~may become~~internal ~~involved~~control inover ~~various~~financial ~~lawsuits~~reporting provides reasonable assurance regarding the reliability of financial reporting and ~~legal~~the ~~proceedings,~~preparation ~~which~~of ~~arise~~financial statements for external purposes in ~~the~~accordance ~~ordinary~~with ~~course~~generally accepted accounting principles, because of ~~business.~~its ~~However~~inherent limitations, ~~litigation~~internal iscontrol ~~subject~~over financial reporting may not prevent or detect fraud or misstatements. Failure to ~~inherent~~implement ~~uncertainties,~~required ~~and~~new anor ~~adverse~~improved ~~result~~controls, or difficulties encountered in ~~these~~their orimplementation, ~~other~~could ~~matters~~harm ~~may~~our ~~arise~~operating ~~from~~results or ~~time~~cause us to ~~time~~fail ~~that~~to ~~may~~meet ~~harm~~our ~~business~~future reporting obligations.

~~Item~~Our reporting 4obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. ~~Mine~~If ~~Safety~~we ~~Disclosures~~fail to timely achieve and maintain the adequacy of our internal control over financial reporting, we may not be able to produce reliable financial reports or help prevent fraud. Our failure to achieve and maintain effective internal control over financial reporting could prevent us from filing our periodic reports on a timely basis which could result in the loss of investor confidence in the reliability of our financial statements, harm our business and negatively impact the trading price of our common stock.

~~Not~~IN ADDITION ~~applicable~~TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS CURRENT REPORT ON FORM 10-K, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT THERE MAY BE OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.

1922

~~PART~~Item 1B. IIUnresolved Staff Comments

~~Item~~Not applicable ~~5. Market~~ for ~~Registrant’s~~smaller ~~Common~~reporting ~~Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~companies.

~~Market Information~~Item 1C. Cybersecurity

~~Our common stock is qualified~~We ~~for~~currently ~~quotation~~use ona ~~the~~third-party ~~OTC Markets~~sub-contractor ~~OTC~~to ~~Pink~~manage ~~under~~Information ~~the~~Technology ~~symbol~~(IT) ~~“PMHS”..~~issues, ~~There~~including iswith ~~currently~~respect ~~only~~to aprotection ~~limited trading market in our~~against, ~~shares~~detection, and ~~therefore~~response weto docyberattacks ~~not~~but have annot ~~established~~adopted ~~trading~~an ~~market~~Information ~~for~~Technology ~~our~~Policy ~~common~~as ~~stock.~~a ~~There~~result ~~can~~of ~~be no assurance that there will be an active trading market for~~ our ~~securities.~~size Inand the ~~event that an active trading market commences, there can be no assurance as to the~~status ~~market price~~ of our ~~shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained~~operations.

~~The~~Additionally, we ~~following~~utilize ~~table~~third ~~shows the~~party ~~high~~vendors and ~~low~~service ~~bid~~providers ~~prices~~for oflegal, ~~our~~accounting, ~~common~~web ~~stock~~hosting ~~for~~and ~~the~~maintenance and ~~periods~~other ~~indicated~~activities. ~~These~~We ~~quotations~~believe ~~reflect~~that ~~inter~~our third-~~dealer~~party ~~prices,~~vendors ~~without~~and ~~retail~~service providers have their own respective cybersecurity protocols ~~mark-up,~~which ~~markdown~~our ormanagement ~~commissions,~~believes ~~and~~to ~~may~~be ~~not~~adequate ~~represent~~for ~~actual~~protecting ~~transactions~~any of the Company’s data that might be in their possession from time to time.

Quarter Ended	High		Low
December 31, 2024	$	1.500	$	0.0703
September 30, 2024	$	2.180	$	0.7000
June 30, 2024	$	1.600	$	0.3500
March 31, 2024	$	4.000	$	1.0938
December 31, 2023	$	2.010	$	0.6600
September 30, 2023	$	3.560	$	1.2500
June 30, 2023	$	9.900	$	3.5000
March 31, 2023	$	12.90	$	3.0000

Our chief executive officer and directors are responsible for assessing and managing cybersecurity risks, but our officers and directors do not have specific cybersecurity expertise. We believe that cybersecurity represents an important component of the Company’s overall approach to risk management and oversight.

~~Holders~~The nature of our business provides us with access to personal health information (“PHI”) which is considered protected data under the Health Insurance Portability and Accountability Act of the 1996 (“HIPAA”). Our data storage and websites that access PHI are HIPAA compliant.

AsCybersecurity threats have not materially affected the Company, as of ~~May~~the 16filing date of this Annual Report on Form 10-K. The Company is not aware of any material security breach to date. Accordingly, ~~2025~~the Company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, weor a deficiency in our cybersecurity or in those of ~~had~~any ~~approximately~~of ~~175~~our ~~shareholders~~third party service providers could negatively impact us by causing a disruption to our operations, if any, a compromise or corruption of ~~record~~our confidential information and systems, or damage to our business relationships or reputation, all of ~~common~~which ~~stock~~could negatively ~~per~~impact our ~~transfer~~business, ~~agent~~if any, and results of operations. There can be no assurance that the Company’s ~~shareholder~~third-party vendors’ ~~list~~and ~~with~~service ~~others~~providers’ ~~being~~cybersecurity ~~held~~risk inmanagement processes, including its their policies, controls or ~~street~~procedures, ~~name~~will be fully implemented, complied with or effective in protecting the Company’s systems and information.

~~Dividends~~Item 2. Properties.

~~We have never declared or~~Our ~~paid~~principal ~~cash~~executive ~~dividends~~offices onare ~~our~~located ~~common~~at ~~stock~~32866 ~~and~~US weHwy. do19 ~~not~~N, ~~anticipate~~Palm ~~paying~~Harbor, ~~cash~~FL ~~dividends~~34684. onAdditionally, ~~common~~Profesco, ~~stock~~Inc., inan ~~the~~affiliate ~~foreseeable~~of ~~future. The~~the ~~payment~~Company’s ofPresident, ~~dividends~~Terrence onM. ~~our~~Tierney ~~common~~maintains ~~stock~~an ~~will~~office ~~depend~~at on22 ~~earnings~~Greencroft Avenue, ~~financial~~STE ~~condition~~1, ~~debt~~Staten ~~covenants in place~~Island, ~~and~~NY ~~other~~10308 ~~business~~for ~~and economic~~the ~~factors affecting us at such time as our Board~~ benefit of ~~Directors~~the ~~may consider relevant~~Company. IfWe we do not pay ~~dividends,~~any ~~our~~rent ~~common~~or ~~stock may~~lease bepayments ~~less~~to ~~valuable~~Profesco ~~because~~for ause ~~return~~of ~~on a stockholders’ investment will only occur if our stock price appreciates. There are no restrictions that currently limit~~ the ~~Company’s~~facilities ~~ability~~at tothis ~~pay cash, or other, dividends on its Common Stock other than those generally imposed by applicable state law~~time.

~~Equity~~We operate ~~Compensation~~a ~~Plan~~Food, ~~Information~~Drug ~~Table~~and Cosmetics Act (“FD&C”) compliant 503A sterile compounding pharmacy located at 32866 US Highway 19 N, Palm Harbor, FL 34684.

~~The~~We do ~~Company~~not ~~does~~own ~~not~~any ~~currently~~property. ~~have~~We anbelieve ~~equity~~that ~~compensation plan~~our properties are adequate for our current needs, but growth may require larger facilities in ~~place~~the event of the addition of personnel.

Item 6 3. ~~[Reserved]~~Legal Proceedings.

~~Item~~From time 7.to ~~Management’s~~time, ~~Discussion~~we may become involved in various lawsuits and ~~Analysis~~legal proceedings, which arise in the ordinary course of ~~Financial~~business. ~~Condition~~However, litigation is subject to inherent uncertainties, and ~~Results~~an ofadverse ~~Operations~~result in these or other matters may arise from time to time that may harm business.

~~Forward~~Item 4. ~~Looking~~Mine ~~Statements~~Safety Disclosures.

~~Certain information contained~~Not ~~in this MD&A includes “forward-looking statements~~applicable.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section of this Annual Report on Form 10-K entitled “Risk Factors” as well as elsewhere in this Annual Report.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology.23

20PART II

~~In light of these risks and uncertainties and especially~~Item ~~given~~5. ~~the~~Market ~~nature~~for ofRegistrant’s ~~our~~Common ~~existing and proposed business~~Equity, ~~there~~Related ~~can~~Stockholder beMatters ~~no assurance that the forward-looking statements contained in this section~~ and ~~elsewhere~~Issuer inPurchases this Annual Report on Form 10-K will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of ~~new~~Equity ~~information, future events, changed circumstances or any other reason.~~Securities

~~Overview~~Market Information.

~~We operate Polomar Specialty Pharmacy, LLC, a State~~Our ofcommon ~~Florida~~stock ~~licensed~~is ~~retail~~qualified ~~compounding~~for ~~pharmacy,~~quotation ~~located~~on inthe ~~Palm~~OTC ~~Harbor,~~Markets- ~~FL,~~OTCQB ~~pursuant~~under tothe ~~license~~symbol ~~# PH35196~~“PMHS”. ~~Polomar~~There ~~Specialty Pharmacy~~ is ~~also~~currently ~~licensed~~only as a limited ~~Special~~trading ~~Sterile~~market ~~Compounding~~in ~~Pharmacy,~~our ~~permit #PH35277~~shares, ~~which authorizes the licensed entity to dispense injectable~~ and ~~other~~therefore ~~sterile~~we ~~compounds~~do ~~(eye~~not ~~drops,~~have ~~infused~~an ~~therapeutics)~~established ~~upon~~trading ~~receipt~~market offor aour ~~valid~~common ~~prescription~~stock. ~~The~~There ~~compounding~~can ~~facility~~be ~~operates~~no ~~pursuant~~assurance tothat ~~guidelines~~there ~~established~~will ~~under~~be ~~Sec.~~an ~~503A~~active ~~“Compounding~~trading ~~Pharmacy”~~market offor ~~the~~our ~~Federal Food, Drug and Cosmetic Act~~securities. ~~Section 503A~~In ~~authorizes~~ the ~~licensed~~event ~~entity~~that toan ~~manufacture~~active ~~compounded~~trading ~~drugs~~market ~~and~~commences, ~~fulfill prescriptions provided to it by licensed physicians. As~~there acan ~~result,~~be ~~the~~no ~~Company~~assurance isas ~~presently authorized~~ to ~~fulfill~~the ~~and~~market ~~deliver~~price ~~compounded~~of ~~prescribed~~our ~~medications~~shares inof 28common ~~states.~~stock, ~~Polomar~~whether isany ~~also~~trading ~~actively seeking~~market ~~approval~~will ~~and~~provide ~~authorization~~liquidity ~~in other states and expects~~ to ~~be able to provide prescription medications in a majority of U.S. states~~investors, byor ~~the~~whether ~~end~~any oftrading ~~2025.~~market ~~Polomar~~will ~~also~~be ~~anticipates applying for a drug export permit in early 2025~~sustained.

The ~~Company also owns SlimRxTM (www.slimrx.com),~~ afollowing ~~weight~~table ~~loss~~shows ~~focused~~the ~~online~~high ~~platform that connects patients with licensed physicians to prescribe weight loss medications such as semaglutide compounded with vitamin B-12~~ and~~/or~~ ~~metformin~~low ~~(VitaSlimTM~~bid ~~and~~prices ~~VitaSlim~~of ~~PlusTM).~~our ~~SlimRx~~common ~~filed~~stock ~~an application~~ for ~~statutory~~ ~~trademark~~the ~~protection~~periods ~~on August 29, 2024~~indicated. ~~The~~These ~~prescriptions~~quotations ~~issued~~reflect ~~via SlimRx are fulfilled by Polomar. The Company also expects~~inter-dealer ~~to launch PoloMedsTM (polomeds.com) during the second quarter of 2025 to fulfill prescriptions for diabetes medications including metformin compounds~~prices, ~~sulfonylureas,~~without ~~and~~retail ~~insulin; compounded erectile dysfunction medications inhalable sildenafil and Polomar’s prescription only, exclusive dermatological formulations co~~mark-~~developed by a board-certified dermatologist for the treatment of acne~~up, ~~alopecia areata,~~markdown ~~basal~~or ~~cell carcinoma~~commissions, ~~Becker’s nevus, vitiligo,~~ and ~~other~~may ~~common~~not ~~skin~~represent ~~conditions~~actual transactions.

An integral part of the Company’s business model is to provide prescription fulfillment services for third party web based tele-health platforms. This “wholesale” part of the business is expected to experience steady growth over the next twelve to eighteen months.

Quarter Ended	High		Low

December 31, 2025	$	0.800	$	0.080
September 30, 2025	$	0.423	$	0.200
June 30, 2025	$	0.422	$	0.380
March 31, 2025	$	0.400	$	0.390

December 31, 2024	$	1.500	$	0.070
September 30, 2024	$	2.180	$	0.700
June 30, 2024	$	1.600	$	0.350
March 31, 2024	$	4.000	$	1.094

~~Results of Operations~~Holders

~~Comparison~~ As of ~~Years Ended~~ December 31, ~~2024~~2025, ~~and~~we ~~2023~~had approximately 180 shareholders of record of common stock per our transfer agent’s shareholder list with others being held in street name.

~~Revenues~~Dividends

~~The~~We have ~~Company~~never ~~had~~declared ~~revenues~~or ofpaid ~~$58,824~~cash ~~for~~dividends ~~the~~on ~~fiscal~~our common stock and we do not anticipate paying cash dividends on common stock in the ~~year~~foreseeable ~~ended~~future. ~~December~~The 31payment of dividends on our common stock will depend on earnings, ~~2024~~financial condition, asdebt ~~compared~~covenants ~~with~~in ~~$41~~place,~~844~~ and inother ~~revenue~~business ~~for~~and ~~the~~economic ~~fiscal~~factors ~~year~~affecting ~~ended~~us ~~December~~at ~~31,~~such ~~2023.~~time ~~The~~as ~~revenue~~our inBoard ~~2023~~of ~~was from~~Directors ~~pharmacy~~may ~~operations~~consider relevant. ~~The~~If ~~Company~~we ~~does~~do not ~~expect~~pay todividends, our ~~have~~common ~~significant~~stock ~~revenues~~may ~~until~~be itless isvaluable ~~able~~because toa ~~raise~~return ~~capital~~on toa ~~increase~~stockholders’ ~~the~~investment ~~distribution and~~will ~~demand~~only ~~for~~occur if our ~~database~~stock ~~and~~price ~~services~~appreciates. There Ifare no restrictions that currently limit the Company’s isability ~~able~~ to ~~obtain~~pay ~~funding~~cash, itor ~~plans~~other, todividends ~~engage~~on inits ~~partnerships~~Common ~~with~~Stock ~~larger marketing~~other ~~agencies~~than ~~and~~those ~~influencers~~generally toimposed ~~create~~by ~~attention~~applicable tostate ~~the Company’s platform~~law.

21Equity Compensation Plan Information Table

~~Operating~~On ~~Expenses~~July 11, 2024, the Company adopted the 2024 Equity and Incentive Compensation Plan. As of December 31, 2025, no grants of stock, stock options or other stock-based compensation have been issued pursuant to the terms of the plan.

~~Operating expenses increased to $1,330,399 for the~~Item ~~fiscal year ended December 31, 2024, from $478,382 for the fiscal year ended December 31, 2023~~6. Our operating expenses for the fiscal year ended December 31, 2024, consisted mainly of payroll in the amount of $380,476, legal and accounting fees of $198,878 incurred in connection with the merger and associated SEC filings, and consulting fees of $130,399. In comparison, our operating expenses for the fiscal year ended December 31, 2023, consisted mainly of consulting fees of $120,334, programming fees of $87,361, and professional fees of $67,082.[Reserved]

We believe our general and administrative expenses will increase over time as we advance our programs, requiring additional investments in headcount, facilities and other general and administrative operating activities to support our growth, and as we continue to incur expenses associated with public-company compliance.24

~~Other~~Item 7. ~~Expenses~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~We had other expenses of $41,837~~Forward ~~for~~Looking the fiscal year ended December 31, 2024, as compared with other expenses of $147,165 for the fiscal year ended December 31, 2023. Our other expenses for the fiscal year ended December 31, 2024, consisted of interest expense of $41,847. Our other expenses for the fiscal year ended December 31, 2023, consisted of forgiveness of receivable – related party of $146,617.Statements

~~Net~~Certain information ~~Loss~~contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section of this Annual Report on Form 10-K entitled “Risk Factors” as well as elsewhere in this Annual Report.

WeForward-looking statements, ~~recorded~~which ainvolve ~~net~~assumptions ~~loss~~and ofdescribe $1our future plans,~~341~~ strategies,~~333~~ ~~for~~and ~~the~~expectations, ~~fiscal~~are generally identifiable by use ~~year~~of ~~ended~~the ~~December~~words 31“may,” ~~2024~~“should,” as“would,” ~~compared~~“will,” ~~with~~“could,” a“scheduled,” “expect,” ~~net~~“anticipate,” ~~loss~~“estimate,” of“believe,” ~~$587~~“intend,~~997~~” ~~for~~“seek,” or “project” or the ~~fiscal~~negative ~~year~~of ~~ended~~these ~~December~~words ~~31,~~or ~~2023~~other variations on these words or comparable terminology.

~~Liquidity~~In light of these risks and ~~Capital~~uncertainties and especially given the nature of our existing and proposed business, there can be no assurance ~~Resources~~that the forward-looking statements contained in this section and elsewhere in this Annual Report on Form 10-K will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

As of December 31, 2024, we had total current assets of approximately $76,813 and total current liabilities of $1,337,778. We had a working capital deficit of $1,260,965, as compared to working capital of $90,188 as of December 31, 2023.Overview

~~Net~~The ~~cash~~Company ~~used~~operates byPolomar ~~operating~~Specialty ~~activities~~Pharmacy, ~~was $1~~LLC,~~019,787~~ a State of Florida ~~for~~licensed ~~the~~retail ~~fiscal~~compounding ~~year~~pharmacy, ~~ended~~located ~~December~~in 31Palm Harbor, ~~2024~~FL, pursuant to license # PH35196 (“Polomar Pharmacy”). Polomar Pharmacy is also licensed as ~~compared~~a ~~with~~Special ~~$534~~Sterile Compounding Pharmacy,~~307~~ ~~cash~~permit ~~used~~#PH35277, ~~for~~which authorizes the ~~fiscal~~licensed ~~year~~entity ~~ended~~to ~~December~~dispense injectable 31and other sterile compounds (eye drops, ~~2023~~infused therapeutics) upon receipt of a valid prescription. ~~Our~~The ~~negative~~compounding facility ~~operating~~operates ~~cash~~pursuant ~~flow~~to ~~for~~guidelines ~~both~~established ~~periods~~under ~~was~~Sec. a503A ~~result~~“Compounding Pharmacy” of ~~our~~the ~~net~~Federal ~~losses~~Food, asDrug ~~adjusted~~and toCosmetic Act. ~~reconcile~~Section ~~net~~503A ~~loss~~authorizes the licensed entity to ~~net~~manufacture ~~cash~~compounded drugs and fulfill prescriptions provided to it by ~~operating~~state licensed ~~activities~~physicians and other licensed healthcare professionals including physician assistants and nurse practitioners. The Company is presently licensed and authorized to fulfill and deliver compounded prescribed medications in 28 states. Polomar Pharmacy is actively seeking licenses and authorization in other states and expects to be able to provide prescription medications in additional U.S. states by the end of the second quarter of 2026.

~~Financing~~Prior ~~activities~~to ~~provided~~the $1September 30,~~108~~ 2024 merger between the Company and Polomar Pharmacy (as described more fully below under “Polomar Pharmacy Merger”),~~063~~ inPolomar ~~cash~~Pharmacy’s business was concentrated on providing compounded dermatological prescription medications for topical delivery. Polomar Pharmacy’s exclusive dermatological formulations, co-developed by a board-certified dermatologist for the ~~fiscal~~treatment ~~year~~of ~~ended~~acne, ~~December~~alopecia 31areata, ~~2024~~basal cell carcinoma, asBecker’s nevus, ~~compared~~vitiligo, and other common skin conditions, were primarily fulfilled on behalf of local dermatologists with ~~$317~~limited interstate prescription delivery. In early 2024,~~496~~ Polomar Pharmacy commenced the construction of clean rooms to allow for the ~~fiscal~~dispensing ~~year~~of ~~ended~~sterile compounded ~~December~~drugs. ~~31,~~Polomar ~~2023~~Pharmacy received its Special Sterile Compounding Permit in August of 2024. ~~Our~~Polomar ~~positive~~Pharmacy ~~financing~~continued to primarily ~~cash~~fulfill ~~flow~~prescriptions for ~~2024~~compounded ~~mainly~~dermatological ~~consisted~~drugs ofand ~~advances~~has, ~~from~~on a limited basis, fulfilled prescriptions for sterile compounded GLP-1 agonists for subcutaneous injection. On September 26, 2025, the ~~proceeds~~Company executed a one-year non-exclusive pharmacy services agreement with CareValidate, Inc. (“CareValidate”) to fulfill GLP-1 agonist prescriptions for CareValidate’s network of ~~related~~on-line clinics. ~~party~~Polomar ~~promissory~~began ~~notes~~fulfilling prescriptions for CareValidate on October 6, 2025, and we have received and expect to continue to receive revenue from this customer.

~~Going~~Polomar ~~Concern~~Pharmacy has experienced significant losses from operations as a result of a decline in revenues and increased labor costs. The decline in revenues is primarily due to a change in Polomar Pharmacy’s business model from local fulfillment of compounded dermatological formulations to online fulfillment of GLP-1 agonist and erectile dysfunction drugs. Polomar Pharmacy’s operations are highly dependent on third-party utilization of Polomar Pharmacy’s compounded drug formulations. Polomar Pharmacy has experienced continuing delays in fully developing its compounded product formulations, manufacturing delays due to unexpected supply chain issues for imported active pharmaceutical ingredients and related products excipients, which have been satisfactorily resolved as of the fourth quarter of 2025, and logistical challenges resulting from transitioning from a local fulfillment to national fulfillment business model. The Company has had insufficient access to capital to successfully implement its business plan.

The ~~accompanying~~Company ~~consolidated~~also ~~financial statements~~owns ~~have~~SlimRx™ ~~been~~(www.slimrx.com), ~~prepared~~a inweight ~~accordance~~loss ~~with~~focused ~~accounting~~online ~~principles~~platform ~~generally~~that ~~accepted~~the Company plans to launch in the ~~United~~second quarter ~~States~~ of ~~America~~2026, that will connect patients with licensed healthcare providers to prescribe weight loss medications such as semaglutide and tirzepatide compounded with vitamin B-12 and other complementary compounded weight loss formulations (VitaSlim™ and VitaSlim Plus™), including adjunctive therapies utilizing our proprietary metformin gummy formulation. SlimRx filed an application for statutory trademark protection on aAugust ~~going~~29, ~~concern~~2024. ~~basis~~In April of 2025, the Company ~~which~~received ~~contemplates~~an “Action Letter” from the ~~realization~~U.S. ofPatent ~~assets~~and Trademark Office (“USPTO”) requiring the Company to show the applied for mark being used in commerce, and to amend its description of goods. On October 24, 2025, the ~~satisfaction~~Company filed a response with the USPTO amending its description of ~~liabilities~~goods and ~~commitments~~changing inits intent to use. The Company amended its trademark application and the ~~normal~~USPTO ~~course~~issued a Notice of ~~business~~Publication for the SlimRx trademark on December 17, 2025, on February 17, 2026, the USPTO issued a Notice of Allowance of the SlimRx trademark (See Note 8 – Subsequent Events).

~~The~~An integral ~~accompanying~~part ~~consolidated~~of ~~financial~~the ~~statements have~~Company’s ~~been~~business ~~prepared~~model inis ~~accordance~~to ~~with~~provide ~~accounting~~prescription ~~principles~~fulfillment ~~generally~~services ~~accepted~~to inthird ~~the~~party ~~United~~web ~~States~~based oftele-health platforms. ~~America~~The onCompany has executed a ~~going~~contract ~~concern~~with ~~basis~~ForHumanity Health, ~~which~~ ~~contemplates~~Inc. ~~the~~for ~~realization~~our oflicensed ~~assets~~inhalable sildenafil drug and with CareValidate for sterile GLP-1 agonist weight loss drugs. All prescriptions delivered to patients pursuant to the ~~satisfaction~~terms of ~~liabilities~~the ~~and~~respective ~~commitments~~agreements will inbe ~~the~~fulfilled ~~normal~~by ~~course~~Polomar Pharmacy. This “wholesale” part of the Company’s business is expected to experience steady growth over the next twelve to eighteen months as the Company adds additional customers and fulfillment capacity.

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated any revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of December 31, 2024, the Company had $6,191 cash on hand. At December 31, 2024, the Company has an accumulated deficit of $2,911,163. For the year ended December 31, 2024, the Company had a net loss of $1,341,333, and cash used in operations of $1,019,787. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.25

22Competition

~~Over~~The Company ~~the~~faces ~~next~~strong ~~twelve~~competition ~~months~~in ~~management~~the ~~plans~~on-line toprescription ~~raise additional~~fulfillment ~~capital~~marketplace, ~~and~~particularly tofor ~~invest~~GLP-1 ~~its~~agonist ~~working~~weight ~~capital~~loss ~~resources in sales~~ drugs and ~~marketing~~erectile indysfunction ~~order~~formulations toas ~~increase~~industry ~~the~~leaders ~~distribution~~Hims/Hers and ~~demand for~~Ro ~~its~~currently ~~platform~~control ~~database.~~a ~~However,~~significant ~~there~~market isshare nofor ~~guarantee~~these ~~the~~drugs. Hims/Hers ~~Company~~and ~~will~~Ro ~~generate~~currently ~~sufficient~~dispense ~~revenues~~their orGLP-1 ~~raise~~drugs ~~capital~~(semaglutide toand ~~continue~~tirzepatide) ~~operations. If~~via ~~the~~traditional ~~Company~~drug ~~fails~~vials toand ~~generate~~use ~~sufficient~~of ~~revenue~~a ~~and~~syringe ~~obtain~~requiring the ~~additional~~patient ~~capital~~ to ~~continue~~manually atfill ~~its~~the ~~expected~~syringe ~~level~~with ~~of operations,~~ the ~~Company~~ ~~may~~drug beprior ~~forced~~ to ~~scale~~injection. ~~back~~We orbelieve ~~discontinue~~our ~~its~~pre-filled ~~sales~~injection ~~and~~pen ~~marketing~~system ~~efforts.~~will ~~The consolidated financial statements do not include~~provide ~~any~~an ~~adjustments~~easier, ~~that~~better, ~~might~~and bemore ~~necessary~~comfortable ifuser ~~the~~experience ~~Company~~thereby isproviding ~~unable~~us ~~to continue as~~ a ~~going~~potential ~~concern~~marketing advantage.

WeEli Lily ~~currently~~and doCompany, ~~not~~the ~~have~~manufacturer ~~sufficient~~of ~~cash~~Mounjaro toand ~~fund~~Zepbound ~~our operations~~(Tirzepatide) ~~for~~competes ~~the~~directly ~~next~~with 12us ~~months~~through ~~and~~Lilly weDirect, ~~will~~an ~~require~~online ~~working~~platform that ~~capital~~delivers ~~for~~prescribed ~~sales~~medications ~~and~~directly ~~marketing in order~~ to ~~increase~~ the ~~distribution~~patient. ~~and demand~~Based ~~for~~on ~~our~~publicly ~~database~~available ~~and~~information, ~~marketing~~we ofbelieve ~~our~~that ~~platform,~~where both Mounjaro and toZepbound ~~pay~~can ~~for~~cost ~~ongoing~~more ~~operating~~than ~~expenses.~~$1,100 Weper ~~anticipate~~month ~~adding~~when ~~consultants~~fulfilled ~~for technology~~by ~~development~~a ~~and~~traditional ~~the~~pharmacy, ~~corresponding~~as ~~operations~~ of ~~the~~August ~~Company~~27, ~~but~~2025, ~~this~~Lilly ~~will~~Direct ~~not~~is ~~occur~~offering Zepbound ~~prior~~directly to ~~obtaining~~the ~~additional~~customer ~~capital. Management~~at isbetween ~~currently~~$399 inand ~~the~~$549 ~~process~~(depending ofon ~~looking~~dose ~~for~~prescribed) ~~additional~~per ~~investors~~month, a significant discount over local pharmacies. ~~Currently,~~This ~~loans~~discounted ~~from~~medication ~~banks~~is ordelivered ~~other~~to ~~lending~~the ~~sources~~patient ~~for~~by ~~lines of~~Lilly ~~credit~~Direct orin ~~similar~~single ~~short-term~~use ~~borrowings~~vials ~~are~~with ~~not~~a ~~available~~syringe toinstead usof an injector pen. WeThis ~~have~~requires ~~been~~the ~~able~~patient to ~~raise~~manually ~~working~~measure ~~capital~~and tofill ~~fund~~the ~~operations~~syringe ~~through related~~prior ~~party~~to ~~debt~~injection. orWe ~~through~~expect ~~the~~that ~~issuance~~our ofpre-filled ~~our~~injection ~~restricted~~pens will ~~common~~be ~~stock.~~a Asmore ofattractive ~~December~~delivery ~~31,~~system ~~2024~~for most patients, and we ~~have~~will anbe ~~accumulated~~competitive ~~deficit~~on ~~of $2,911,163~~pricing.

AsWe believe athat ~~result~~both ofHims/Hers ~~the~~and ~~foregoing, we~~Ro ~~are~~currently ~~unable~~sub-contract totheir ~~fully~~prescription ~~implement~~fulfillment ~~our~~to ~~business~~other ~~plan~~licensed ~~without~~compounding ~~raising~~pharmacies ~~additional~~as ~~capital,~~neither owns iftheir atown ~~all,~~pharmacy. Hims/Hers and ~~these~~Ro ~~conditions~~are ~~raise~~also ~~substantial doubt~~active ~~about~~in ~~our~~promoting ~~ability~~hair toloss ~~continue~~treatment asand athe ~~going~~treatment ~~concern~~of dermatological conditions. While ~~The~~both ~~accompanying~~Hims/Hers ~~consolidated~~and ~~interim~~Ro ~~financial~~presently ~~statements~~have doa ~~not~~significant ~~include~~marketing ~~any adjustments~~advantage toover ~~reflect~~us, ~~the~~we ~~possible~~believe ~~future~~that ~~effects~~our onintegrated ~~recoverability~~platform delivering telemedicine to patients and ~~reclassification~~directly offulfilling ~~assets~~prescription ormay ~~the~~provide ~~amounts~~an advantage and ~~classification of~~is ~~liabilities~~likely ~~that~~to ~~may~~provide ~~result~~better ~~from~~margins on the products ~~outcome~~we ~~of this uncertainty~~sell.

~~Recently~~Our ~~Issued~~direct ~~Accounting~~competition ~~Pronouncements~~is limited. Levity Healthcare, Inc., launched in 2023, and their related company ZipHealth, Inc. (Florida licensed pharmacy), has been in operation since 2019, providing similar compounding services as we do, utilizing their own provider group, offering weight loss drugs and consultation through JoinLevity.com and prescribes other drugs at ziphealth.co. ZipHealth is presently licensed in 25 states and has publicly announced that they expect to continue expanding. ZipHealth, like the Company, does not currently accept insurance, but plans to do so in the future. We believe our competitive advantage over Levity/ZipHealth is the user experience. Like other competitions offering injectable drugs, Levity delivers the medication in a sterile bottle with syringes for the consumer to manually fill just prior to injection. We believe our pre-filled injector pen system will be more attractive to the consumer of our products.

~~In November 2023, the FASB issued ASU 2023-07,~~Manufacturing Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews condensed consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.

The Company ~~has~~manufactures ~~implemented~~ all ~~new~~sterile ~~accounting~~compounded ~~pronouncements that~~injectable ~~are~~drugs inat ~~effect.~~Polomar ~~These~~Pharmacy ~~pronouncements~~in ~~did~~Palm ~~not~~Harbor, ~~have~~FL ~~any~~pursuant ~~material~~to ~~impact~~a onState ~~the~~of ~~financial~~Florida ~~statements unless otherwise disclosed, and~~Special ~~the~~Sterile ~~Company~~Compounding ~~does~~Pharmacy ~~not~~permit ~~believe~~#PH35277. ~~that~~Other ~~there~~compounded ~~are~~non-sterile ~~any~~drugs, ~~other~~inhaled ~~new~~sildenafil ~~accounting~~and ~~pronouncements~~sublingual ~~that~~sildenafil ~~have~~are ~~been~~sourced from ~~issued~~FDA ~~that~~approved, ~~might~~cGMP, ~~have~~503B aoutsourcing ~~material~~facilities ~~impact on its financial position~~ or ~~results~~contract ofdrug ~~operations~~manufacturers.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk.~~Regulatory

APolomar Pharmacy ~~smaller~~operates ~~reporting~~pursuant ~~company~~to the guidelines established pursuant to Section 503A – Pharmacy Compounding of the Food, Drug isand Cosmetics Act (21 U.S.C. Chapter 9). Section 503A provides guidance to compounding pharmacies but does not ~~required~~establish legally enforceable responsibilities. Regulation of the compounding pharmacy is provided by the state in which the pharmacy is physically located. Polomar Pharmacy is governed and licensed by the Florida Board of Pharmacy (“Pharmacy Board”) as a Community Pharmacy pursuant to ~~provide~~Fla. Stat., Chapter 465.018. Polomar Pharmacy holds sterile (#PH35277) and non-sterile (# PH35196) permits issued by the ~~information~~Florida ~~required~~Board of Pharmacy. Polomar Pharmacy is subject to semi-annual onsite equipment inspections by ~~this~~inspectors ~~Item~~designated by the Pharmacy Board and bi-annual inspections by the Pharmacy Board to maintain the special sterile permit. Additionally, Polomar Pharmacy is subject to the respective requirements of the non-resident compound pharmacy regulations in the 25 other states in which Polomar Pharmacy is licensed to fulfill sterile prescriptions.

~~Item 8. Financial Statements and Supplementary Data.~~Intellectual Property

The Company’s ~~consolidated~~intangible ~~financial statements~~intellectual ~~and~~property ~~supplementary~~includes ~~data~~rights ~~required~~acquired byto ~~this~~manufacture ~~item~~and ~~are~~distribute ~~included~~inhaled insildenafil ~~this~~and ~~Annual~~other inhaled ~~Report~~drug onformulations, ~~Form~~metformin 10gummies and oral GLP-K1 ~~immediately~~agonists ~~following~~pursuant ~~Part~~to IV a certain license between the Company and ~~are~~Pinata, ~~incorporated~~Inc. as ~~herein~~more byfully ~~reference~~described herein below.

~~Item~~Company ~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~Loans

~~None.~~Reprise Note

~~Item~~On 9AAugust 13, 2024, as amended on November 8, 2024, Polomar Pharmacy entered into a Promissory Note and Loan Agreement with Reprise Management, Inc. ~~Controls~~(“Reprise”) as the lender (the “Reprise Note”). Pursuant to the Reprise Note, Reprise agreed to loan to Polomar Pharmacy up to $700,000 in one or more advances from time to time. An initial draw under the Reprise Note in the amount of $522,788 was made, which funds were used to repay all amounts due to Reprise pursuant to prior undocumented loans provided by Reprise to Polomar Pharmacy. As of June 30, 2025, the outstanding principal amount of the Reprise Note was $808,875.30 plus accrued interest of $88,674.44. Also, on June 30, 2025, Reprise exchanged $300,000 of the amount due and ~~Procedures~~owing under the Reprise Note for 60 shares of the Company’s newly designated and issued Series A Convertible Preferred Stock. The Reprise Note was amended on July 2, 2025 (the “2nd Amendment”), providing that the remaining principal balance of $597,549.74 of the Reprise Note shall be subject to an annual interest rate of 12% and all outstanding principal and accrued interest shall be due and payable on or before July 31, 2027. Reprise owns or controls approximately 7% of the Company and is an affiliate of Daniel Gordon and GLD Partners, LP. (“GLDLP”). Mr. Gordon is the President of Reprise and the majority shareholder of GLD Management, Inc. (“GLD Management”), the general partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR. As of December 31, 2025, the Reprise Note had a total balance, inclusive of accrued interest, of $635,869.81.

WeCWR ~~carried~~1 out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.Notes

23Effective as of August 16, 2024, the Company entered into a Promissory Note and Loan Agreement (the “CWR Note”), as the borrower, with CWR as the lender. Pursuant to the CWR Note, CWR agreed to loan to the Company up to $250,000 in one or more advances from time to time. An initial draw under the CWR Note in the amount of $157,622.56 was made, which funds are being used to repay CWR all amounts due to CWR pursuant to prior undocumented loans provided by CWR to the Company. As of June 30, 2025, the outstanding principal amount of the CWR Note was $450,000, inclusive of all accrued interest. On July 2, 2025, the Company and CWR executed an amendment to the CWR Note (“CWR First Amendment”), effective on June 30, 2025, whereby CWR exchanged the CWR Note for 90 shares of the Company’s Series A Convertible Stock.

AOn ~~material~~July ~~weakness is a deficiency~~21, ~~or a combination of deficiencies~~2025, ~~in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of~~ the ~~company’s~~Company ~~annual~~entered orinto ~~interim financial statements will not be prevented or detected on~~ a ~~timely~~new ~~basis. Management has identified~~Promissory ~~the~~Note ~~following material weaknesses which have caused management to conclude that, as of December 31, 2024, our disclosure controls~~ and ~~procedures~~ ~~were~~Loan ~~not~~Agreement ~~effective:~~with ~~(i)~~CWR ~~inadequate segregation of duties and effective risk assessment; and~~ (~~ii)~~“CWR ~~insufficient~~Note ~~written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines~~II”).

~~Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting~~26

~~Our~~The ~~company~~CWR ~~plans~~Note toII ~~take~~incorporates ~~steps to enhance and improve~~ the ~~design~~following ~~of our internal controls over financial reporting, by: (i) appointing additional qualified personnel to address inadequate~~material ~~segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting.~~terms:

~~Changes~~The Company may draw up to $150,000 per the terms of the CWR Note II. The Company is required to meet certain milestones as more fully described in ~~Internal~~the ~~Control~~CWR ~~over~~Note ~~Financial~~II ~~Reporting~~in order to draw funds from CWR.

~~There~~The ~~were~~CWR noNote ~~changes~~II inshall ~~our~~mature ~~internal~~and ~~control~~be ~~over financial~~payable ~~reporting~~in ~~during~~full on ~~the~~or ~~fiscal~~before ~~year~~October ~~ended December~~ 31, ~~2024~~2025, ~~that have materially affected,~~ or ~~are~~immediately ~~reasonable~~upon ~~likely~~other toevents ~~materially affect,~~as ~~our~~disclosed ~~internal~~in ~~control~~the ~~over~~CWR ~~financial~~Note ~~reporting~~II.

~~Item~~The 9Binitial interest rate shall be 12% APR accruing on a calendar quarterly basis. ~~Other~~In ~~Information~~the event the CWR Note II is not paid in full on or before October 31, 2025, then the interest rate shall be equal to the prime interest rate as published on the first day of each month in the Wall Street Journal – Money Rates plus 7%.

~~During~~On ~~the~~September ~~three~~17, ~~months~~2025, ~~ended~~the ~~December~~Company ~~31,~~and ~~2024,~~CWR executed noan ~~director~~amendment orto ~~officer,~~the asCWR ~~defined~~Note inII ~~Rule 16a-1~~(fthe “CWR II First Amendment”). ~~under~~The CWR II First Amendment increased the ~~Securities~~principal ~~Exchange~~amount that ~~Act~~the ofCompany ~~1934~~may draw upon by $150,000 as(the ~~amended~~“CWR II Additional Principal”) to $300,000. The CWR II Additional Principal has certain restrictions regarding the use of any funds drawn by the Company. ~~adopted~~The orCompany may only utilize CWR II Additional Principal ~~terminated~~for acosts ~~“Rule~~associated ~~10b5-1~~with ~~trading~~the ~~arrangement”~~manufacturing orand ~~“non-Rule~~testing ~~10b5-1~~of ~~trading~~its ~~arrangement,”~~inhalable assildenafil ~~each~~product. ~~term~~The isCWR ~~defined~~II Additional Principal shall be insubject ~~Item~~to ~~408(~~a) 3% discount per draw. All other material terms of ~~Regulation~~CWR ~~S-K~~Note II remain unchanged.

~~Item~~As ~~9C.~~of ~~Disclosure~~December ~~Regarding~~31, ~~Foreign~~2025, ~~Jurisdictions~~the ~~that~~CWR ~~Prevent~~Note ~~Inspections~~II had an outstanding principal balance, including accrued interest of $62,539.37.

~~None~~CWR owns or controls approximately 22% of the issued and outstanding shares of the Common Stock of the Company as of March 31, 2026. Daniel Gordon, CWR’s manager, controls or beneficially owns approximately 27% of the issued and outstanding Common Stock of the Company; therefore, Mr. Gordon has voting control over approximately 49% of the issued and outstanding shares of the Company’s Common Stock.

24Profesco Holdings Note

~~PART~~On ~~III~~July 28, 2025, the Company entered into a Promissory Note and Loan Agreement (the “Profesco Note”) with Profesco Holdings, LLC., a Michigan limited liability company (“Profesco Holdings”).

~~Item~~The Profesco ~~10.~~Note ~~Directors,~~incorporates ~~Executive~~the ~~Officers,~~following ~~and~~material ~~Corporate Governance.~~terms:

Board of Directors

	●	The Company may draw up to $100,000 per the terms of the Profesco Note.

	●	The Profesco Note shall mature and be payable in full on or before October 31, 2025, or immediately upon other events as disclosed in the Profesco Note. The initial interest rate shall be 12% APR accruing on a calendar quarterly basis. In the event the Profesco Note is not paid in full on or before October 31, 2025, then the interest rate shall be equal to the prime interest rate as published on the first day of each month in the Wall Street Journal – Money Rates plus 7%.

WeOn November17, ~~currently~~2025, ~~have~~the ~~three~~Company ~~directors~~and ~~serving~~Profesco onHoldings ~~our~~executed ~~Board. The~~an ~~following~~amendment ~~table~~to ~~lists~~ the ~~name,~~Profesco ~~age~~Note ~~and~~(the ~~position~~“Profesco ofFirst ~~the~~Amendment”). The ~~individual~~Profesco ~~who~~First ~~serves~~Amendment asincreases the ~~sole~~principal ~~director~~amount ofthat the Company may draw upon by $100,000 as(the of“Profesco ~~May~~Additional Principal”) 16to $200,000. The Profesco Additional Principal shall be subject to a 3% discount per draw. All other material terms ~~2025:~~of the Profesco Note remain unchanged.

Name	Age	Position
Terrence M. Tierney	63	President, Secretary and Director
Gabriel Del Virginia	67	Director
David Spiegel	62	Director

Terrence M. Tierney, the Company’s CEO, President and Secretary and a director of the Company, is the sole member and manager of Profesco Holdings.

~~Terrence~~As of M.December ~~Tierney~~31, ~~President,~~ ~~Secretary~~2025, ~~and Director. Mr. Tierney has over 30 years of senior level management experience in both~~ the ~~private and public sectors. From September 2020 to present, Mr. Tierney has served as President of~~ Profesco, ~~Inc., a~~Note ~~business~~had ~~management~~an ~~consulting~~outstanding ~~firm~~principal ~~focused~~balance on corporate strategy, reorganization plans, SEC compliance and tax qualified not-for-profit public charities (501c3). From October 2018, until August 2020, Mr. Tierney was the Corporate Secretary and Chief Administrative Officer of ~~MJ Holdings~~$191, ~~Inc~~144.31, anplus ~~OTC-markets~~accrued ~~listed~~interest ~~public company. Mr. Tierney has also previously served as the Managing Director~~ of ~~Building for America’s Bravest~~$9, ~~a joint venture program between the Gary Sinise Foundation and the Stephen Siller Tunnel to Towers Foundation that builds custom designed “smart homes” for severely wounded U~~106.S63. ~~military personnel. Mr. Tierney earned a Bachelor of Science degree in Aeronautics/Professional Pilot from St. Louis University and was awarded a Juris Doctor degree from New York Law School in 1992.~~

~~Gabriel Del Virginia,~~Results ~~Director, Chairman Audit Committee, member Compensation and Nominating Committees. Mr. Del Virginia, has more than 30 years~~ of ~~experience~~ providing legal representation in various types of public and private business entities in corporate, mergers and acquisitions, financing, litigation and financial restructuring matters, as an associate at several prominent national law firms, including Milbank Tweed Hadley & McCloy, and thereafter as principal of his own law firm, where he has practiced for over 15 years. He graduated from Rutgers University and the Rutgers Law School, clerked for a United States Federal Judge, and is a member of the bars of New Jersey and New York.Operations

~~David Spiegel, Director,~~Comparison ~~Chairman~~ of ~~the~~Years ~~Compensation~~Ended ~~Committee,~~December ~~member Audit and Nominating Committees. Mr. Spiegel has over 30 years of consulting and senior level management experience in the biotechnology industry~~31, ~~marketing,~~2025 ~~communications~~ and financial fields, and has consulted in other industries, as well. Since April 1994, he has been the principal and founder of David A. Spiegel, LLC, a general consulting firm that has represented companies that range from the Fortune 50 to start-ups. He is the founder, CEO, President and a member of the Board of Directors of IES Life Sciences, Inc., a private molecular diagnostics company, since January 2013, and the founder, CEO and a member of the Board of Directors of Knowledge Pharmaceuticals Inc., a private drug development company, since January 2022. He is a member of the Board of Directors of and an advisor to Novitrica, a private gene delivery company. In addition to his consulting, Mr. Spiegel founded the Carol H. Barletta Foundation in honor of his late wife. The charity contributes to no kill animal shelters and programs for distressed inner-city youth. David holds a Bachelor of Science degree in Electrical Engineering from the University of Bridgeport in Connecticut and earned an MBA from the Wharton School at the University of Pennsylvania.2024

~~Executive Officers~~Revenues

~~Following~~The Company ishad ~~the~~revenues ~~name~~of $648,231 ~~age~~for ~~and~~the ~~other~~fiscal ~~information for~~year ~~our~~ended ~~executive~~December ~~officers~~31, 2026, as ofcompared ~~May~~with 16$58,824 in revenue for the fiscal year ended December 31, 2025. ~~All~~The ~~company~~revenue ~~officers~~in ~~are~~2025 orwas ~~have~~from ~~been~~pharmacy ~~appointed~~operations toand ~~serve~~guaranteed ~~until~~contractual ~~their~~payments. ~~successors~~The ~~are~~Company does ~~elected~~not expect to have significant revenues and ~~qualified~~recurring orrevenues until ~~their~~it ~~earlier~~is ~~resignation~~able orto ~~removal.~~raise ~~Information~~capital ~~regarding~~to ~~Terrence~~increase Mthe distribution and demand for our services. ~~Tierney~~If the Company is able to obtain funding, ~~our~~it ~~President Secretary~~plans to engage in partnerships with larger marketing agencies and ~~Director,~~influencers isto ~~set~~create ~~forth~~attention ~~above~~to ~~under~~the ~~“Board~~Company’s ofprescription ~~Directors~~fulfillment platform.”

Name	Age	Position
Terrence M. Tierney	63	President, Secretary and Director
Charlie Lin	54	Chief Financial Officer and Treasurer

Operating Expenses

~~Charlie~~Operating expenses ~~Lin,~~increased ~~Chief~~to ~~Financial Officer~~$11, ~~Treasurer.~~161,203 ~~Mr.~~for ~~Lin~~the isfiscal ayear ~~Certified~~ended ~~Public~~December ~~Accountant~~31, ~~(“CPA”)~~2025, ~~and~~from ~~Certified~~$1,330,399 ~~Management~~for ~~Account~~the ~~(“CMA”) He~~fiscal isyear ~~experienced~~ended inDecember 31, ~~the~~2025. ~~areas~~Our ofoperating ~~cost~~expenses ~~control,~~for ~~manufacturing~~the ~~accounting,~~fiscal ~~strategic~~year ~~financial~~ended ~~planning,~~December ~~ERP~~31, ~~GAAP compliance~~2025, ~~SOX/IFRS compliance,~~consisted ~~public~~mainly ~~and~~of ~~private~~accelerated ~~accounting,~~amortization ~~start-ups~~of $9, ~~SEC regulation compliance~~735, ~~M&A~~375, ~~private~~payroll ~~equity~~in ~~and~~the ~~venture~~amount ~~capital~~of ~~funding~~$465, ~~and~~914, ~~capital~~legal, ~~structure.~~SEC Hefiling ~~has~~fees ~~held key roles as CFO~~ and ~~Controller~~accounting fees of ~~both public (Deyu Agriculture~~$212, ~~Acorn Energy~~514, ~~Wabtec)~~incurred ~~and~~in ~~private~~connection with ~~companies~~the ~~(US~~pending ~~Seismic~~merger ~~Systems~~with Altanine, ~~Uptime~~COGS ~~Energy~~of ~~Drink~~188, ~~MicroFabrica~~132, ~~Foxconn)~~consulting infees ~~heavy~~of ~~manufacturing~~$185,414, ~~food~~ and ~~drink~~pharmacy ~~and~~operations ~~high-tech~~of ~~startups~~$172,074. ~~Mr.~~ ~~Lin~~In ~~has~~comparison, anour MSoperating ~~and~~expenses BSfor ~~in Accounting from~~ the ~~University~~fiscal ofyear ~~Wisconsin~~ended December 31, ~~he has been a CPA since November 1998~~2024, ~~and~~consisted amainly ~~CMA~~of ~~since~~payroll ~~April 2000.~~in ~~Mr.~~the ~~Lin~~amount ~~is member~~ of ~~AICPA~~$380,476, ~~since~~legal ~~April~~and ~~1999,~~accounting ~~member~~fees of ~~ICPAS (Illinois CPA Society) since March 1999~~$198,878, and ~~member~~consulting ~~of IMA (Institute~~fees of ~~Management Accountants) since July 1998~~$130,399.

~~Committees~~We believe ofour ~~the~~general ~~Board~~and ofadministrative ~~Directors~~expenses will increase over time as we advance our programs, requiring additional investments in headcount, facilities and other general and administrative operating activities to support our growth, and as we continue to incur expenses associated with public-company compliance.

~~At a meeting of the~~Other Board of Directors on October 24, 2024, the board unanimously voted to form an Audit Committee and Compensation Committee. On January 27, 2025, the board unanimously voted to form a Nominating Committee. All members of the Audit Committee, the Compensation Committee, and the Nominating Committee are, and are required by the charters of the respective committees to be, independent as determined under Nasdaq Listing rules.Expenses

~~Audit~~We had ~~Committee~~other expenses of $150,841 for the fiscal year ended December 31, 2025, as compared with other expenses of $41,837 for the fiscal year ended December 31, 2024. Our other expenses for the fiscal year ended December 31, 2025, consisted of interest expense of $150,841. Our other expenses for the fiscal year ended December 31, 2024, consisted of interest expense in the amount of $41,837.

~~The~~Net Audit Committee is composed of Messrs. Del Virginia and Mr. Spiegel. Each of the members of the Audit Committee is independent, and the Board has determined that Mr. Del Virginia is an “audit committee financial expert,” as defined in SEC rules. The Audit Committee acts pursuant to a written charter which is available through our website at www.polomarhs.com. The Audit Committee held one meeting during the fiscal year ended December 31, 2024.Loss

~~The functions of the audit~~We ~~committee~~recorded ~~are~~a tonet ~~review~~loss ~~the scope~~ of ~~the audit procedures employed by our independent auditors~~$10,701,105 tofor ~~review with~~ the ~~independent~~fiscal ~~auditors our~~year ~~accounting~~ended ~~practices~~December ~~and policies and recommend to whom reports should be submitted~~31, ~~to review with the independent auditors their final audit reports~~2025, toas ~~review~~compared with ~~our~~a ~~internal~~net ~~and~~loss ~~independent~~of ~~auditors our overall accounting and financial controls~~$1,341,333 tofor ~~be available to~~ the ~~independent auditors during the~~ fiscal year ~~for~~ended ~~consultation,~~December ~~to approve the audit fee charged by the independent auditors~~31, ~~to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors~~2024.

2527

~~Compensation~~Liquidity and ~~Committee~~Capital Resources

~~The~~As ~~Compensation~~of ~~Committee~~December is31, ~~composed~~2025, ofwe ~~Messrs.~~had ~~Spiegel~~total ~~and~~current ~~Del~~assets ~~Virginia. Each~~ of ~~the~~approximately ~~members~~$355,096 ofand ~~the~~total ~~Compensation~~current ~~Committee~~liabilities isof ~~independent~~$1,600,110. ~~The Compensation Committee acts~~ ~~pursuant~~We tohad a ~~written~~working capital ~~charter~~deficit ~~which~~of is$1,245,014, ~~available~~as ~~through~~compared ~~our~~to ~~website~~working atcapital ~~www.polomarhs.com.~~deficit ~~The Compensation Committee held~~of ~~one~~$1,260,965 ~~meeting~~as ~~during~~of ~~the fiscal year ended~~ December 31, 2024.

~~The~~Net cash ~~function~~used ofby ~~the~~operating ~~compensation~~activities ~~committee~~was is$395,995 tofor ~~review and~~the ~~make~~fiscal ~~recommendations~~year toended ~~the~~December ~~Board~~31, 2025, as compared with ~~respect~~$1,019,787 tocash used for the ~~compensation,~~fiscal ~~including~~year ~~bonuses~~ended December 31, 2024. Our negative operating cash flow for both periods was a result of our ~~officers~~net ~~and~~losses, as adjusted to ~~administer~~reconcile ~~the~~net ~~grants under~~loss ~~our~~to ~~stock~~net ~~option~~cash ~~plan~~provided by operating activities.

~~Nominating~~Financing activities ~~Committee~~provided $521,594 in cash for the fiscal year ended December 31, 2025, as compared with $1,108,063 for the fiscal year ended December 31, 2024. Our positive financing cash flow for 2025 mainly consisted of advances from the proceeds of related party promissory notes.

~~The Nominating Committee is composed of Messrs.~~Going Del Virginia and Spiegel. Each of the members of the Nominating Committee is independent. The Nominating Committee acts pursuant to a written charter which is available through our website at www.polomarhs.com. The Nominating Committee held no meetings during the fiscal year ended December 31, 2024.Concern

The accompanying ~~function~~consolidated offinancial ~~the~~statements ~~nominating~~have been prepared in accordance with accounting principles generally accepted in the ~~committee~~United isStates toof ~~review~~America ~~and~~on ~~nominate~~a ~~individuals~~going ~~for~~concern basis, which contemplates the ~~Board~~realization toof ~~appoint~~assets asand ~~directors~~the satisfaction of liabilities and commitments in the ~~Company~~normal course of business.

AsThe accompanying ofconsolidated ~~the~~financial ~~date~~statements ofhave ~~this~~been ~~filing the~~prepared ~~Board~~in ~~has~~accordance ~~not~~with ~~adopted~~accounting aprinciples ~~formal~~generally ~~policy~~accepted ~~concerning~~in the United ~~nomination~~States of ~~directors~~America oron ~~consideration~~a ofgoing ~~director~~concern ~~candidates~~basis, ~~recommended~~which ~~by our~~contemplates ~~security~~the ~~holders.~~realization ~~The~~of ~~Company~~assets ~~will~~and ~~identify~~the ~~potential~~satisfaction ~~nominees~~of ~~from~~liabilities ~~individuals known to its directors~~ and ~~officers who had knowledge~~ ~~and~~commitments ~~experience~~in ~~relevant~~the tonormal ~~the~~course ~~Company’s~~of business.

~~Board~~Management evaluated ~~Leadership~~all ~~Structure~~relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and ~~Role~~determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated any revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of December 31, 2025, the Company had $132,150 cash on hand. At December 31, 2025, the Company has an accumulated deficit of $13,612,268. For the year ended December 31, 2025, the Company had a net loss of $10,701,105, and cash used in ~~Risk~~operations ~~Oversight~~of $395,995. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

~~Our~~Over the ~~Board~~next ~~recognizes~~twelve ~~that~~months management plans to raise additional capital and to invest its working capital resources in additional ~~the~~equipment ~~leadership~~in ~~structure~~order to increase manufacturing capacity and ~~combination~~additional orsales ~~separation~~and ofmarketing ~~the~~initiatives ~~Chief~~to ~~Executive~~increase ~~Officer~~distribution and demand ~~Chairman~~for ~~roles~~its products. However, there is ~~driven~~no byguarantee the ~~current~~Company ~~needs~~will generate sufficient revenues or raise capital to ofcontinue operations. If the Company. Wefails ~~have~~to nogenerate ~~policy~~sufficient ~~requiring~~revenue ~~the~~and ~~combination~~obtain oradditional ~~separation~~capital to continue at its expected level of ~~leadership~~operations, ~~roles~~the ~~and~~Company ~~our~~may ~~governing~~be ~~documents~~forced doto ~~not~~scale ~~mandate a~~back ~~particular~~or ~~structure~~discontinue its sales and marketing efforts. ~~This~~The ~~permits~~consolidated financial ~~our~~statements ~~Board~~do ~~the~~not ~~flexibility~~include toany ~~establish~~adjustments ~~the~~that ~~most~~might ~~appropriate~~be ~~structure~~necessary ~~for~~if the Company is unable to continue as ~~the~~a ~~need~~going ~~arises~~concern.

~~Our~~We ~~directors~~currently ~~are~~do ~~involved~~not have sufficient cash to fund our operations for the next 12 months and we will require working capital for equipment and marketing in ~~the~~order ~~general~~to ~~oversight~~increase ofthe ~~risks~~manufacturing ~~that~~and ~~could~~distribution capacity ~~affect~~for our ~~Company~~products, and to pay for ongoing operating expenses. Management is currently in the ~~iteration~~process of ~~our~~looking ~~Board~~for ~~following~~additional investors. ~~the~~Currently, ~~Transaction~~loans ~~will~~from ~~continue~~banks or other lending sources for lines of credit or similar short-term borrowings are not available to ~~evaluate~~us. ~~our~~We ~~leadership~~have ~~structure~~been ~~and~~able ~~modify~~to ~~such~~raise ~~structure~~working ascapital ~~appropriate~~to ~~based~~fund onoperations through related party debt or through the issuance of our ~~size~~newly designated series of preferred stock. As of December 31, ~~resources~~2025, ~~and~~we ~~operations~~have an accumulated deficit of $13,612,268.

~~Code~~As a result of ~~Business~~the ~~Conduct~~foregoing, we are unable to fully implement our business plan without raising additional capital, if at all, and ~~Ethics~~these conditions raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated interim financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

We have adopted a revised Code of Ethics and Conduct that applies to all of our directors, officers, employees, and consultants. A copy of our code of ethics is attached as an exhibit to this Annual Report on Form 10-K.28

~~The Company adopted a~~Recently ~~clawback~~Issued ~~policy~~Accounting which implements the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the listing standards of Nasdaq, and requires recovery of incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the Company is required to prepare an accounting restatement.Pronouncements

~~Section~~Recent ~~16(~~accounting pronouncements issued by the Financial Accounting Standards Board, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, did not or are not believed by management to have a) ~~Reports~~material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

~~Section~~In 16November 2024, the Financial Accounting Standards Board (aFASB) ofissued ~~the~~Accounting ~~Securities~~Standards ~~Act~~Update (ASU) 2024-03, ~~requires~~Disaggregation ~~our executive~~of ~~officers~~Income ~~and~~Statement ~~directors~~Expenses, and ~~persons~~in ~~who~~January 2025, ~~beneficially~~the ~~own~~FASB ~~more~~issued ~~than~~ASU ~~10%~~2025-01, ofClarifying athe ~~registered~~Effective ~~class~~Date of(“ASU ~~our~~2025-01”). ~~equity~~The ~~securities~~amendments toare ~~file~~intended ~~with~~to ~~the~~enhance ~~SEC~~disclosures ~~initial~~regarding ~~statements~~an ofentity’s ~~beneficial~~costs ~~ownership,~~and ~~reports~~expenses ofby ~~changes~~requiring inadditional ~~ownership~~disaggregated ~~and~~information ~~annual~~disclosures ~~reports~~about certain ~~concerning~~income ~~their~~statement ~~ownership of~~expense ~~our~~line ~~common~~items. ~~shares~~The ~~and~~amendments, ~~other~~as ~~equity~~clarified ~~securities~~by ASU 2025-01, onare ~~Forms~~effective 3for fiscal years beginning after December 15, 42026, and 5,interim ~~respectively.~~periods ~~Executive~~within ~~officers~~fiscal years beginning after December 15, ~~directors~~2027, ~~and~~for ~~greater~~public ~~than~~business ~~10% stockholders~~entities ~~are~~only. ~~required~~Early adoption byis ~~the~~permitted. ~~SEC~~The ~~regulations~~Company tois ~~furnish~~currently usevaluating ~~with~~the ~~copies~~effect of ~~all~~this ~~Section~~pronouncement ~~16(a)~~on ~~reports~~its ~~they file~~disclosures.

~~Based solely~~In onJanuary a2025, ~~review~~the ofFASB ~~the~~issued ~~copies~~ASU of2025-01 ~~such~~to ~~forms~~clarify the ~~furnished~~effective todate ~~us,~~of weASU ~~believe~~2024-03 ~~that,~~Income ~~during~~statement ~~the~~– ~~fiscal~~Reporting ~~year~~Comprehensive ~~ended~~Income ~~December~~– ~~31,~~Expense ~~2024,~~Disaggregation ~~all Section~~Disclosures 16(aSubtopic 220-40): ~~filing~~Disaggregation ~~requirements~~of ~~applicable~~Income Statement Expenses. ASU 2025-01 requires PBEs to ~~our~~adopt ~~officers,~~the ~~directors~~amendments ~~and~~of ~~greater~~ASU ~~than~~2024-03 ~~10%~~in ~~beneficial~~annual ~~owners~~reporting periods ~~have~~beginning ~~been~~after ~~met~~December 15, ~~other~~2026, ~~than a~~and ~~Form~~interim 3periods ~~for~~within ~~Mr. Daniel~~annual ~~Gordon~~reporting asperiods abeginning ~~10%~~after ~~stockholder~~December 15, Mr2027. ~~Michael~~Early adoption ~~Ogburn~~of ~~and~~ASU Mr2024-03 is permitted. ~~Christopher~~The ~~Price~~Company ~~which~~is ~~were~~currently ~~not~~evaluating ~~timely~~the ~~filed~~effect of this pronouncement on its disclosures.

~~Insider~~In ~~Trading~~May ~~Policy~~of 2025, the FASB issued ASU 2025-04 to clarify the accounting treatment of share-based compensation payable to a customer. The Company has not engaged in providing share-based compensation to a customer and does not presently anticipate doing so.

~~The~~In ~~Company~~July ~~has~~of ~~adopted~~2025, ~~insider~~the ~~trading~~FASB ~~policies~~issued ~~and procedures~~ASU ~~governing~~2025-05, ~~the~~Financial Instruments ~~purchase,~~– ~~sale,~~Credit ~~and/or~~Losses ~~other~~(Topic ~~dispositions~~326): Measurement of ~~its~~Credit ~~securities~~Losses byfor ~~directors,~~Accounts ~~officers~~Receivable and ~~employees,~~Contract orLosses. ~~the~~This ~~Company~~ASU update ~~itself,~~provides ~~that~~(1) ~~are~~all ~~reasonably~~entities ~~designed~~with toa ~~promote~~practical ~~compliance~~expedient ~~with~~and ~~insider~~(2) ~~trading~~entities ~~laws,~~other ~~rules~~than ~~and~~public ~~regulations,~~business ~~and~~entities ~~any~~with ~~listing~~an ~~standards~~accounting policy election ~~applicable~~when toestimating ~~the~~expected ~~Company.~~credit ~~Such~~losses ~~policies~~for current accounts receivable and ~~procedures~~current ~~are~~contract ~~filed~~assets asarising ~~Exhibit~~from 19transactions accounted for under Topic 606.1 toThe Company is currently evaluating the effect of this ~~Form~~pronouncement ~~10-K~~on its disclosures.

26In September of 2025, the FASB issued ASU 2025-06, Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to for the Accounting of Internal-Use Software. This ASU provides (1) entities remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. The Company is not engaged in development of Internal-Use Software and does not presently anticipate doing so.

~~Item~~In 11September of 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. ~~Executive~~This ~~Compensation~~ASU (1) refines the scope of the guidance on derivatives in ASC 8152 (Issue 1) and (2) clarifies the guidance on share-based payments from a customer in ASC 606 (Issue 2). The ASU is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts. The Company does not presently engage in derivative accounting and does not anticipate doing so.

~~The~~In ~~following~~November ~~table~~of ~~sets~~2025, the FASB issued ASU 2025-08, ~~forth~~Financial ~~information~~Instruments-Credit ~~regarding~~Losses ~~each~~(Topic ~~element~~326), ofPurchased ~~compensation~~Loans. ~~that~~This ~~was~~ASU ~~paid~~expands orthe ~~awarded~~population of acquired financial assets subject to the ~~named~~gross-up ~~executive~~approach ~~officers~~in ofTopic ~~the~~326. ~~Company~~Specifically, loans (other than credit cards) acquired without credit deterioration and deemed seasoned are purchase seasoned loans and accounted for using the ~~periods~~ ~~indicated~~gross-up approach at acquisition. The Company had not engaged in any purchased loan transactions and does not presently anticipate doing so.

Name and Principal Position	Year	Salary ($)		Bonus ($)			Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Terrence M. Tierney	2024		-		-			-		-		-		-		-
Interim President, Former Chief Financial Officer, Secretary, Former Treasurer and Director (1)	2023		-		-			-		-		-		-		-
Charlie Lin	2024	$	65,000			-
Chief Financial Officer, Treasurer (2)	2023		-			-
Brett Rosen	2024		-		-			-		-		-		-		-
Former President, Chief Financial Officer, Secretary, Treasurer and Director (3)	2023		-		-			-		-		-		-		-

In November of 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), Hedge Accounting Improvements. This ASU was issued to clarify certain aspects of the guidance on hedge accounting and to address several incremental hedge accounting issues arising from the global reference rate reform initiative. The Company does not presently engage in Hedge Accounting and does not anticipate doing so.

(1)	Mr. Tierney was appointed to such positions on and as of March 21, 2024. Effective April 10, 2025, Mr. Tierney has resigned as the Company’s Treasurer and Chief Financial Officer.
(2)	Mr. Lin was appointed Chief Financial Officer and Treasurer effective April 10, 2025.
(3)	Mr. Rosen was appointed to such positions on and as of December 29, 2023, and resigned from all executive employment and director positions effective as of March 21, 2024.

In December of 2025, the FASB issued ASU 2025-10, Government Grants (Topic 842), Accounting for Government Grants Received by Business Entities. This ASU amends ASC 832 to include guidance on the recognition, measurement, and presentation of government grants, leveraging the principles in IAS 20. Given the similarities between the guidance in ASU 2025-10 and IAS 20, adoption of ASU 2025-10 by companies currently applying IAS 20. The Company has not sought or received any Government Grants but may due so in the future and is therefore the effect of this pronouncement on its disclosures.

~~Outstanding~~In December ~~Equity~~of ~~Awards~~2025, atthe ~~Fiscal~~FASB ~~Year~~issued ASU 2025-~~End~~11, Interim Reporting (Topic 270), Narrow-Scope Improvements. This ASU consolidates required interim disclosures into a single, accessible list within ASC 270. The Company is currently evaluating the effect of this pronouncement on its disclosures.

~~None~~In December of ~~our~~2025, ~~named~~the ~~executive~~FASB ~~officers~~issued ~~received~~ASU or2025-12, ~~holds~~Codification Improvements. This ASU addresses issues to refine U.S. GAAP, including clarifying ~~any~~diluted ~~equity~~EPS ~~awards~~calculations asduring oflosses, ~~the~~refining ~~end~~derivative ofscope, ~~the~~correcting ~~fiscal~~technical ~~year~~errors ~~ended~~in ~~December~~financial 31statement descriptions, ~~2024~~and amending share-based consideration payable to customers, diluted EPS and lease receivables. The Company is currently evaluating the effect of this pronouncement on its disclosures.

~~Agreement~~The Company ~~with~~has Mrimplemented all new accounting pronouncements that are in effect. ~~Tierney~~These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~In furtherance of Mr. Tierney’s appointment~~Item ~~as the Company’s sole executive officer, the Company, Mr~~7A. ~~Tierney~~Quantitative and anQualitative ~~affiliate~~Disclosures ofAbout ~~Mr.~~Market ~~Tierney, have entered into a Professional Services Agreement (the “Services Agreement”)~~Risk. Pursuant to the terms of the Services Agreement, among other things, Mr. Tierney, directly or through his affiliate, will fill the role of President, Chief Financial Officer, Secretary and Treasurer of the Company and otherwise act as the Company’s principal executive officer and principal financial officer. The term of the Agreement was for an initial term ending on the earlier of five months from the effective date or the filing of the Company’s Form 10-Q for the accounting period ending June 30, 2024, and it may be extended by mutual consent or earlier terminated in the event of certain “cause” events as specified in the Agreement. On October 24, 2024, a majority of the members of the Board of Directors voted to extend the Professional Services Agreement between the Company and Mr. Tierney through December 31, 2024, by mutual consent of all the parties to the agreement. On January 27, 2025, a majority of the Board of Directors extended the agreement through March 31, 2025.

~~Limits~~A smaller onreporting ~~Liability~~company ~~and~~is ~~Indemnification~~not required to provide the information required by this Item.

~~Our certificate of incorporation~~Item ~~eliminates the personal liability of our directors to the fullest extent permitted by law~~8. ~~The~~Financial ~~certificate~~Statements ~~of incorporation further provide that the Company will indemnify its officers~~ and ~~directors~~Supplementary ~~to the fullest extent permitted by law~~Data. We believe that this indemnification covers at least negligence on the part of the indemnified parties. Insofar as indemnification for liabilities under the Securities Act may be permitted to our directors, officers, and controlling persons under the foregoing provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

~~Director~~The consolidated ~~Compensation~~financial statements and supplementary data required by this item are included in this Annual Report on Form 10-K immediately following Part IV and are incorporated herein by reference.

~~None of our directors received~~Item ~~any~~9. ~~compensation~~Changes ~~for~~in ~~their~~and ~~services~~Disagreements towith ~~the~~Accountants ~~Company~~on ~~during~~Accounting ~~the fiscal years ended December 31, 2023~~ and ~~2024~~Financial Disclosure.

~~Item 12~~None. ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~

~~The following table shows the number of shares of~~Item our common stock beneficially owned, as of May 16, 2025, by (i) each of our directors, (ii) each of our named executive officers, (iii) all of our current directors and executive officers as a group, and (iv) all those known by us to be a beneficial owner of more than 5% of the Company’s common stock9A. InControls ~~general, “beneficial ownership” refers to shares that an individual or entity has the power to vote or dispose of,~~ and ~~any rights to acquire common stock that are currently exercisable or will become exercisable within 60 days of May 16, 2025~~Procedures. We calculated percentage ownership in accordance with the rules of the SEC. The percentage of common stock beneficially owned is based on 27,657,679 shares of common stock issued and outstanding, as of May 16, 2025. In addition, shares issuable pursuant to options or other convertible securities that may be acquired within 60 days of May 16 2025, are deemed to be issued and outstanding and have been treated as outstanding in calculating and determining the beneficial ownership and percentage ownership of those persons possessing those securities, but not for any other persons.

27We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting. The Company has insufficient personnel resources to effectively and timely file our required periodic filings on Forms 10-K and 10-Q. We filed our quarterly report on Form 10-Q for the period ending March 31, 2025, on June 30, 2025, and our quarterly report on Form 10-Q for the period ending September 30, 2025, on November 25, 2025z

~~This~~A material ~~table~~weakness is ~~based~~a ondeficiency, ~~information~~or ~~supplied~~a bycombination ~~each director~~of deficiencies, ~~officer~~in ~~and~~internal ~~principal~~control ~~stockholder~~over offinancial ~~the~~reporting, ~~Company.~~such ~~Except~~that asthere ~~indicated~~is a inreasonable ~~footnotes~~possibility tothat ~~this~~a ~~table,~~material misstatement of the ~~Company~~company’s ~~believes~~annual ~~that the~~or ~~stockholders~~interim ~~named~~financial instatements ~~this~~will ~~table~~not ~~have~~be ~~sole~~prevented or ~~voting~~detected ~~and~~on ~~investment~~a ~~power~~timely ~~with~~basis. ~~respect~~Management tohas ~~all~~identified ~~shares~~the offollowing ~~Common~~material ~~Stock~~weaknesses ~~shown~~which have caused management to beconclude ~~beneficially~~that, ~~owned~~as byof ~~them~~December 31, ~~based~~2024, onour ~~information~~disclosure ~~provided~~controls byand ~~such~~procedures ~~stockholders.~~were ~~Unless~~not ~~otherwise~~effective: ~~indicated,~~(i) ~~the~~inadequate ~~address~~segregation ~~for~~of ~~each~~duties ~~director,~~and ~~executive~~effective ~~officer~~risk assessment; and 5%(ii) orinsufficient ~~greater~~written ~~stockholders~~policies ofand ~~the~~procedures ~~Company~~for ~~listed~~accounting ~~is:~~and ~~c/o~~financial ~~Polomar~~reporting ~~Health~~with ~~Services,~~respect ~~Inc.,~~to ~~10940~~the ~~Wilshire~~requirements and ~~Boulevard,~~application ~~Suite~~of ~~1500, Los~~both ~~Angeles,~~US CAGAAP ~~90024~~and SEC guidelines.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		% of Shares of Common Stock Beneficially Owned
Brett Rosen (1)		-		-
CWR 1, LLC (2)		5,043,760		18.24	%
Daniel Gordon (2)(3)(4)		6,678,739		27.15	%
Michael Ogburn (5)		2,779,351		10.05	%
Christopher Price (6)		2,779,351		10.05	%
Terrence M. Tierney		116,666		0.42	%
Gabriel Del Virginia		83,335		0.30	%
David Spiegel		62,384		0.23	%
All directors and executive officers as a group (3 persons)		270 ,719		0.95	%

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

(1)	Effective as of March 21, 2024, Brett Rosen resigned from all of his officer and director positions with the Company, and he is no longer affiliated with CWR.
(2)	CWR is an affiliate of Daniel Gordon and of GLD Partners, LP. (“GLDLP”)
(3)	Daniel Gordon is the majority shareholder of GLD Management, Inc., the general partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR.
(4)	Daniel Gordon and members of his immediate family own the shares disclosed herein and Mr. Gordon may be deemed to beneficially own these shares.
(5)	Michael Ogburn may be deemed to beneficially own 954,106 shares held by the Michael Ogburn Roth IRA,
	954,106 shares held by IX Ranch Trust and 954,106 shares owned by Birdhouse Trust.
(6)	Christopher Price owns 477,053 shares of the Company’s common stock, Mr. Price, as a member of TEC Consulting, LLC (“TEC”) and Investments Alternatives, LLC (“Alternatives”), may be deemed to beneficially own 1,151,149 shares held by TEC and 1,151,149 shares held by Alternatives.

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting, by: (i) appointing additional qualified personnel to address inadequate staffing and segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. This will be subject to the availability of additional funds, of which we can give no assurance.

~~Item~~Changes in ~~13.~~Internal ~~Certain~~Control ~~Relationships~~over ~~and~~Financial ~~Related Transactions, and Director Independence.~~Reporting

~~On December~~There ~~29,~~were ~~2023,~~no ~~Fastbase,~~changes ~~Inc.,~~in ~~which was controlled by Mr. Rasmus Refer, sold 90,437,591 shares (pre-split) of~~ our ~~common~~internal ~~stock~~control ~~and~~over ~~500,000 shares~~financial ofreporting ~~our~~during preferred stock to CWR for $350,000, leaving Mr. Refer with beneficial ownership of 3,855,000 shares (pre-split) of our common stock. On October 21, 2024, Mr. Refer sold 300,000 shares (pre-split) of common stock in a private transaction reducing the ~~number of~~fiscal ~~shares~~year ~~held~~ended toDecember 331,~~555,000.~~ ~~On September 12,~~ 2024, ~~CWR~~that ~~converted~~have ~~the preferred stock into 10,000,000 shares (pre-split) of the Company’s~~materially ~~common stock. On November 1~~affected, ~~2024,~~or ~~the~~are ~~Company~~reasonable ~~effected~~likely ~~a 1 for 10 reverse stock split resulting in a reduction~~ to 1materially affect,~~000,000~~ ~~the~~our ~~number of~~internal ~~shares~~control ~~realized~~over byfinancial ~~CWR due to the conversion~~reporting. ~~The stock split also reduced Mr. Refer’s beneficial ownership to 355,500 shares.~~

Other than as set forth above, as of the consummation of the Transaction, there are no related party transactions between the Company and any of the newly appointed officers or directors that would require disclosure under Item ~~404(a) of Regulation S-K promulgated under the Securities~~ ~~Exchange~~9B. ~~Act~~Other ~~of 1934, as amended~~Information.

28During the three months ended December 31, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

~~The Audit Committee~~Item ~~will review all related party transactions~~9C. InDisclosure ~~reviewing~~Regarding ~~and~~Foreign ~~approving~~Jurisdictions ~~related party transactions, the Board will consider, among other things, the relationship of the parties to the Board and the Company in determining~~ that ~~the~~Prevent ~~terms of the related party transactions were consistent with an arms-length transaction and were in the best interests of the Company and our stockholders~~Inspections. In making this determination, the Board will consider the independence of the Company’s management and the Company’s counsel in negotiating the terms of the related party transactions, the overall independence of the Board in reviewing and approving the terms of the related party transactions, the conformity of the terms of the related party transactions with similar deals in the industry and the needs of the Company in relation to funding its ongoing operations. We do not have a written policy regarding specific standards for the consideration of related party transaction but instead rely upon the expertise of our Board and each director’s independence in making a determination that is in the best interests of the Company and our stockholders. It is the intention of the Board to adopt specific criteria regarding the approval of related party transactions.

~~Director Independence~~None.

We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:29

● the director is, or at any time during the past three years was, an employee of the company; ● the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); ● a family member of the director is, or at any time during the past three years was, an executive officer of the company; ● the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); ● the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or ● the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.PART III

~~Under~~Item 10. ~~such definitions~~Directors, weExecutive ~~consider~~Officers, ~~Mr. Del Virginia~~ and ~~Mr.~~Corporate ~~Spiegel to be independent directors~~Governance.

29Board of Directors

~~Item~~We currently 14have three directors serving on our Board. ~~Principal~~The ~~Accountant~~following ~~Fees~~table lists the name, age and ~~Services.~~position of the individual who serves as the sole director of the Company, as of April 20, 2026:

Audit and Tax Fees

Name	Age	Position
Terrence M. Tierney	64	President, Secretary and Director
Gabriel Del Virginia	68	Director
David Spiegel	63	Director

~~The~~Terrence M. ~~Board~~Tierney, President, Secretary, and Director. Mr. Tierney has ~~selected~~over 30 years of senior level management experience in both the ~~independent~~private ~~accounting~~and ~~firm~~public sectors. From September 2020 to present, Mr. Tierney has served as President of ~~GreenGrowth~~Profesco, ~~CPAs~~Inc., toa ~~audit~~business management consulting firm focused on corporate strategy, reorganization plans, SEC compliance and tax qualified not-for-profit public charities (501c3). From October 2018, until August 2020, Mr. Tierney was the ~~accounts~~Corporate Secretary and Chief Administrative Officer of MJ Holdings, Inc., an OTC-markets listed public company. Mr. Tierney has also previously served as the ~~Company~~Managing Director of Building for America’s Bravest, a joint venture program between the ~~year~~Gary ~~ending~~Sinise ~~December~~Foundation ~~31,~~and ~~2024~~the Stephen Siller Tunnel to Towers Foundation that builds custom designed “smart homes” for severely wounded U.S. military personnel. Mr. Tierney earned a Bachelor of Science degree in Aeronautics/Professional Pilot from St. Louis University and was awarded a Juris Doctor degree from New York Law School in 1992.

~~The~~Gabriel Del ~~Board~~Virginia, ~~received~~Director, ~~the~~Chairman ~~following~~Audit Committee, member Compensation and Nominating Committees. Mr. Del Virginia, has more than ~~information~~30 ~~concerning~~years ~~the~~of ~~fees~~experience providing legal representation in various types of ~~the~~public ~~independent~~and ~~accountants~~private ~~for~~business ~~the~~entities ~~years~~in ~~ended~~corporate, ~~December~~mergers and 31acquisitions, ~~2023~~financing, litigation and ~~2024~~financial restructuring matters, ~~has~~as ~~considered~~an ~~whether~~associate at several prominent national law firms, ~~the~~including ~~provision~~Milbank ofTweed ~~these~~Hadley ~~services~~& isMcCloy, ~~compatible~~and ~~with~~thereafter ~~independence~~as principal of ~~the~~his ~~independent~~own ~~accountants~~law firm, where he has practiced for over 15 years. He graduated from Rutgers University and ~~concluded~~the ~~that~~Rutgers itLaw School, clerked for a United States Federal Judge, and is: a member of the bars of New Jersey and New York.

	For the Years Ended December 31,
	2024		2023
Audit Fees (1)	$	23,000	$	20,000
Tax Fees		5,625		-
All Other Fees		-		-

David Spiegel, Director, Chairman of the Compensation Committee, member Audit and Nominating Committees. Mr. Spiegel has over 30 years of consulting and senior level management experience in the biotechnology industry, marketing, communications and financial fields, and has consulted in other industries, as well. Since April 1994, he has been the principal and founder of David A. Spiegel, LLC, a general consulting firm that has represented companies that range from the Fortune 50 to start-ups. He is the founder, CEO, President and a member of the Board of Directors of IES Life Sciences, Inc., a private molecular diagnostics company, since January 2013, and the founder, CEO and a member of the Board of Directors of Knowledge Pharmaceuticals Inc., a private drug development company, since January 2022. He is a member of the Board of Directors of and an advisor to Novitrica, a private gene delivery company. In addition to his consulting, Mr. Spiegel founded the Carol H. Barletta Foundation in honor of his late wife. The charity contributes to no kill animal shelters and programs for distressed inner-city youth. David holds a Bachelor of Science degree in Electrical Engineering from the University of Bridgeport in Connecticut and earned an MBA from the Wharton School at the University of Pennsylvania.

~~(1) Audit fees represent fees for the audit of our annual consolidated financial statements and reviews of the interim consolidated financial statements, and review of audit-related SEC filings.~~Executive Officers

~~Audit~~Following is the name, age and ~~tax~~other ~~fees~~information ~~include~~for ~~administrative~~our ~~overhead~~executive officers, as of May 16, 2025. All company officers are or have been appointed ~~charges~~to serve until their successors are elected and ~~reimbursement~~qualified ~~for~~or ~~out-~~until their earlier resignation or removal. Information regarding Terrence M. Tierney, our President Secretary and Director, is set forth above under “Board of~~-pocket~~ ~~expenses~~Directors.”

Pre-Approval Policies and Procedures

Name	Age	Position
Terrence M. Tierney	64	President, Secretary and Director
Charlie Lin	55	Chief Financial Officer and Treasurer

The Audit Committee has not yet adopted policies and procedures for pre-approving all services (audit and non-audit) performed by our independent auditors. However, the Board expects that the Audit Committee, will do so and in accordance with any such planned policies and procedures, the Audit Committee will be required to pre-approve all audit and non-audit services to be performed by the independent auditors in order to assure that the provision of such services is in accordance with the rules and regulations of the SEC and does not impair the auditors’ independence. Under any such planned policy, pre-approval would generally be provided up to one year and any pre-approval would be detailed as to the particular service or category of services and would be subject to a specific budget. In addition, the Audit Committee may pre-approve additional services on a case-by-case basis.30

30Charlie Lin, Chief Financial Officer, Treasurer. Mr. Lin is a Certified Public Accountant (“CPA”) and Certified Management Account (“CMA”) He is experienced in the areas of cost control, manufacturing accounting, strategic financial planning, ERP, GAAP compliance, SOX/IFRS compliance, public and private accounting, start-ups, SEC regulation compliance, M&A, private equity and venture capital funding, and capital structure. He has held key roles as CFO and Controller of both public (Deyu Agriculture, Acorn Energy, Wabtec) and private companies (US Seismic Systems, Uptime Energy Drink, MicroFabrica, Foxconn) in heavy manufacturing, food and drink and high-tech startups. Mr. Lin has an MS and BS in Accounting from the University of Wisconsin, he has been a CPA since November 1998, and a CMA since April 2000. Mr. Lin is member of AICPA since April 1999, member of ICPAS (Illinois CPA Society) since March 1999, and member of IMA (Institute of Management Accountants) since July 1998.

~~PART~~Committees of IVthe Board of Directors

~~Item~~At a 15meeting of the Board of Directors on October 24, 2024, the board unanimously voted to form an Audit Committee and Compensation Committee. ~~Exhibits~~On January 27, 2025, the board unanimously voted to form a Nominating Committee. All members of the Audit Committee, the Compensation Committee, and ~~Financial~~the Nominating Committee ~~Statement~~are, and ~~Schedules~~are required by the charters of the respective committees to be, independent as determined under Nasdaq Listing rules.

~~(a) The following documents are filed as part of this~~Audit ~~Annual Report on Form 10-K:~~Committee

~~(1)~~The Audit ~~Financial~~Committee ~~Statements:~~is composed of Messrs. Del Virginia and Mr. Spiegel. Each of the members of the Audit Committee is independent, and the Board has determined that Mr. Del Virginia is an “audit committee financial expert,” as defined in SEC rules. The Audit Committee acts pursuant to a written charter which is available through our website at www.polomarhs.com. The Audit Committee held three meetings during the fiscal year ended December 31, 2025.

The functions ~~financial~~of ~~statements~~ the audit committee are ~~filed~~to asreview ~~part~~the scope of ~~this~~the ~~Annual~~audit ~~Report~~procedures onemployed ~~Form~~by ~~10-K~~our ~~commencing~~independent onauditors, ~~page~~to ~~F-1~~review with the independent auditors our accounting practices and ~~are~~policies ~~hereby~~and ~~incorporated~~recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by ~~reference~~the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.

~~(2) Financial Statement Schedules:~~Compensation Committee

The Compensation ~~financial~~Committee ~~statement~~is ~~schedules are~~composed ~~omitted~~of asMessrs. ~~they~~Spiegel ~~are~~and ~~either~~Del ~~not~~Virginia. ~~applicable~~Each orof the ~~information~~members ~~required~~of the Compensation Committee is ~~presented~~independent. The Compensation Committee acts inpursuant to a written charter which is available through our website at www.polomarhs.com. The Compensation Committee held one meeting during the ~~financial~~fiscal ~~statements~~year ~~and~~ended ~~notes~~December ~~thereto~~31, 2025.

~~(3)~~The function ~~Exhibits:~~of the compensation committee is to review and make recommendations to the Board with respect to the compensation, including bonuses, of our officers and to administer the grants under our stock option plan.

~~The documents set forth below~~Nominating ~~are filed herewith or incorporated by reference to the location indicated.~~Committee

Exhibit Number		Description of Document
2.1		Contribution Agreement, dated September 14, 2021 (3)
2.2		Agreement and Plan of Merger and Reorganization, dated June 28, 2024, by and among Trustfeed Corp., Polomar Acquisition, L.L.C. and Polomar Specialty Pharmacy, LLC (5)
3.1		Articles of Incorporation, dated September 14, 2000 (1)
3.2		Certificate of Amendment, dated July 24, 2003 (1)
3.3		Certificate of Change, dated April 27, 2010 (2)
3.4		Certificate of Amendment, dated May 3, 2011 (3)
3.5		Certificate of Amendment, dated March 6, 2019 (3)
3.6		Certificate of Amendment, September 23, 2021 (3)
3.7		Certificate of Change, September 23, 2021 (3)
3.8		Amended and Restated Articles of Incorporation, dated October 10, 2024 (9)
4.1		Certificate of Amendment, dated November 7, 2022 (3)
4.2		Amended and Restated Certificate of Designation for Series A Preferred Stock, dated November 7, 2022 (3)
4.3		Certificate of Withdrawal for Series B Preferred Stock, dated November 7, 2022 (3)
4.4		Certificate of Withdrawal for Series C Preferred Stock, dated November 7, 2022 (3)
4.5		Bylaws (1)
10.1*		Professional Services Agreement, dated March 21, 2024, by and among Trustfeed Corp., Terrence M. Tierney and Profesco, Inc.(4)
10.2		Amended and Restated Know How and Patent License Agreement, dated as of June 29, 2024, between Trustfeed Corp. and Pinata Holdings, Inc.(6)
10.3		Promissory Note and Loan Agreement (7)
10.4		2024 Equity and Incentive Compensation Plan (8)
10.5		Product Fulfillment and Distribution Agreement, effective on March 12, 2025, and as amended on March 17, 2025, with ForHumanity Health, Inc. and Island 40 Group, LLC (10)
10.6		First Amendment to Product Fulfillment and Distribution Agreement dated March 17, 2025 (10)
10.7		Board of Directors Services Agreement and Exhibit A thereto, dated May 7, 2025, between the Company and Gabriel Del Virginia
10.8		Board of Directors Services Agreement and Exhibit A thereto, dated May 7, 2025, between the Company and David Spiegel
14.1		Code of Ethics (3)
19.1		Insider Trading Policy
31.1		Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		[Clawback Policy]
101.INS		Inline XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema.
101.CAL		Inline XBRL Taxonomy Extension Calculation.
101.DEF		Inline XBRL Taxonomy Extension Definition.
101.LAB		Inline XBRL Taxonomy Extension Labels.
101.PRE		Inline XBRL Taxonomy Extension Presentation.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The Nominating Committee is composed of Messrs. Del Virginia and Spiegel. Each of the members of the Nominating Committee is independent. The Nominating Committee acts pursuant to a written charter which is available through our website at www.polomarhs.com. The Nominating Committee held no meetings during the fiscal year ended December 31, 2025.

*	Indicates management contract or compensatory plan or arrangement
(1)	Incorporated by reference to Registration Statement on Form S-1 filed July 21, 2008
(2)	Incorporated by reference to the Registration Statement on 8-K filed with the Securities and Exchange Commission on June 10, 2010
(3)	Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023
(4)	Incorporated by reference to the Current Report on Form 8-K filed March 25, 2024

The function of the nominating committee is to review and nominate individuals for the Board to appoint as directors of the Company.

~~(5) Incorporated by reference to the Current Report on Form 8-K filed July 2, 2024~~31

~~(6)~~As of ~~Incorporated~~the date of this filing the Board has not adopted a formal policy concerning the nomination of directors or consideration of director candidates recommended by ~~reference~~our security holders. The Company will identify potential nominees from individuals known to ~~the~~its ~~Current~~directors and ~~Report~~officers onwho ~~Form~~had ~~8-K~~knowledge ~~filed~~and ~~January~~experience ~~14,~~relevant ~~2025~~to the Company’s business.

~~(7)~~Board Leadership ~~Incorporated~~Structure byand ~~reference~~Role toin ~~the~~Risk ~~Current Report on Form 8-K filed August 21, 2024~~Oversight

~~(8)~~Our Board ~~Incorporated~~recognizes bythat ~~reference~~the toleadership ~~Appendix~~structure Band tocombination or separation of the ~~Definitive~~Chief ~~Schedule~~Executive ~~14C~~Officer ~~Information~~and ~~Statement~~Chairman roles is driven by the current needs of the Company. ~~filed~~We onhave ~~August~~no 1,policy ~~2024~~requiring the combination or separation of leadership roles and our governing documents do not mandate a particular structure. This permits our Board the flexibility to establish the most appropriate structure for the Company as the need arises.

~~(9)~~Our directors ~~Incorporated~~are byinvolved ~~reference~~in tothe general oversight of risks that could affect our Company and the ~~Current~~iteration ~~Report~~of onour ~~Form~~Board ~~8-K~~following ~~filed~~the ~~October~~Transaction will 17continue to evaluate our leadership structure and modify such structure as appropriate based on our size, ~~2024~~resources and operations.

~~(10)~~Code of ~~Incorporated~~Business byConduct ~~reference~~and ~~to the Current Report on Form 8-K filed March 17, 2025~~Ethics

~~Item~~We have 16adopted a revised Code of Ethics and Conduct that applies to all of our directors, officers, employees, and consultants. A copy of our code of ethics is attached as Exhibit 14.1 to this Annual Report on Form 10-K ~~Summary~~.

The Company ~~has~~adopted ~~elected~~a ~~not~~clawback policy which implements the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the listing standards of Nasdaq, and requires recovery of incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the Company is required to ~~provide~~prepare ~~summary~~an ~~information~~accounting restatement.

31Section 16(a) Reports

~~SIGNATURES~~Section 16(a) of the Securities Act, requires our executive officers and directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

~~Pursuant~~Based solely toon ~~the~~a ~~requirements~~review of ~~Section~~the 13copies ~~or 15(d)~~ of ~~the~~such ~~Securities~~forms ~~Exchange~~furnished ~~Act~~to ofus, ~~1934~~we believe that, during the ~~registrant~~fiscal ~~has~~year ~~duly~~ended ~~caused~~December ~~this~~31, ~~report~~2025, all Section 16(a) filing requirements applicable to beour ~~signed~~officers, ondirectors ~~its~~and ~~behalf~~greater bythan ~~the~~10% ~~undersigned,~~beneficial ~~thereunto duly~~owners ~~authorized~~have been me.

	Polomar Health Services, Inc.
	/s/ Terrence M. Tierney
	Terrence M. Tierney
	President and Chief Executive Officer
Dated: May 22, 2025
	/s/ Charlie Lin
	Charlie Lin Treasurer and Chief Financial Officer
Dated: May 22, 2025

Insider Trading Policy

~~Pursuant~~The Company tohas ~~the~~adopted ~~requirements of~~insider ~~the~~trading ~~Securities~~policies ~~Exchange~~and ~~Act~~procedures ofgoverning ~~1934~~the purchase, ~~this~~sale, ~~report~~and/or ~~has~~other ~~been~~dispositions ~~signed~~of ~~below~~its securities by directors, officers and employees, or the ~~following~~Company ~~persons~~itself, onthat ~~behalf~~are ofreasonably ~~the~~designed ~~registrant~~to ~~and~~promote incompliance with insider trading ~~the~~laws, ~~capacities~~rules and onregulations, and any listing standards applicable to the ~~dates~~Company. ~~indicated~~Such policies and procedures are filed as Exhibit 19.1 to this Form 10-K.

Signature	Title	Date
/s/ Terrence M. Tierney	President, Chief Executive Officer and Director	May 22, 2025
Terrence M. Tierney	(Principal Executive, Financial and Accounting Officer)
/s/ Gabriel Del Virginia	Director	May 22, 2025
Gabriel Del Virginia
/s/ David Spiegel	Director	May 22, 2025
David Spiegel

32Item 11. Executive Compensation.

~~POLOMAR~~The following ~~HEALTH~~table ~~SERVICES,~~sets ~~INC~~forth information regarding each element of compensation that was paid or awarded to the named executive officers of the Company for the periods indicated.

INDEX TO FINANCIAL STATEMENTS

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

Terrence M. Tierney		2025	$	55,750		-	$	54,360		-		-	$	106,000	$	215,860
Interim President, Former Chief Financial Officer, Secretary, Former Treasurer and Director (1)		2024		-		-		-		-		-	$	54,000		-

Charlie Lin		2025	$	130,000		-
Chief Financial Officer, Treasurer (2)		2024	$	65,000		-

		Page
(1)	Mr. Tierney was appointed to such positions on and as of March 21, 2024. Effective April 10, 2025, Mr. Tierney has resigned as the Company’s Treasurer and Chief Financial Officer.
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6580)		F-2
(2)	Mr. Lin was appointed Chief Financial Officer and Treasurer effective April 10, 2025.
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-4
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023		F-5
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-7
Notes to the Consolidated Financial Statements		F-8 - F-16

FOutstanding Equity Awards at Fiscal Year-1End

~~Report~~As of ~~Independent~~December ~~Registered~~31, ~~Public~~2025, ~~Accounting~~pursuant to the terms of his Executive Employment ~~Firm~~Agreement, Mr. Tierney was entitled to receive 125,000 shares of the Company’s common stock, of which 25,000 shares have been issued as of the date of this filing. Mr. Tierney was also granted, pursuant to the terms of his Executive Employment Agreement, 1,000,000 non-qualified ten-year options to purchase shares of the Company’s common stock. .

ToAgreements with ~~the~~Mr. ~~Board of Directors and Shareholders~~Tierney

In furtherance of ~~Polomar~~Mr. ~~Health~~Tierney’s appointment as the Company’s sole executive officer, the Company, Mr. Tierney and an affiliate of Mr. Tierney, have entered into a Professional Services Agreement (the “Services Agreement”). Pursuant to the terms of the Services Agreement, ~~Inc~~among other things, Mr. Tierney, directly or through his affiliate, will fill the role of President, Chief Financial Officer, Secretary and Treasurer of the Company and otherwise act as the Company’s principal executive officer and principal financial officer. The term of the Agreement was for an initial term ending on the earlier of five months from the effective date or the filing of the Company’s Form 10-Q for the accounting period ending June 30, 2024, and it may be extended by mutual consent or earlier terminated in the event of certain “cause” events as specified in the Agreement. On October 24, 2024, a majority of the members of the Board of Directors voted to extend the Professional Services Agreement between the Company and Mr. Tierney through December 31, 2024, by mutual consent of all the parties to the agreement. On January 27, 2025, a majority of the Board of Directors voted to extend the agreement through March 31, 2025, during the period January 1, 2025, through March 31, 2025, Mr. Tierney was entitled to receive compensation in the amount of $36,000 plus reasonable reimbursable expenses. On July 16, 2025, a majority of the Board of Directors voted to extend the agreement through August 31, 2025, Mr. Tierney was entitled to receive compensation in the amount of $60,000 plus reasonable reimbursable expenses. On October 31, 2025, a majority of the Board of Directors voted to extend the agreement through October 31, 2025, Mr. Tierney was entitled to receive compensation in the amount of $32,000 plus reasonable reimbursable expenses. The Services Agreement was terminated in accordance with its terms on October 31, 2025.

~~Opinion~~Effective September on15, 2025, the ~~Financial~~Company ~~Statements~~has entered into an Executive Employment Agreement (“Tierney Employment Agreement”) with M. Tierney. Mr. Tierney shall serve as the Company’s President, Chief Executive Officer and Secretary.

WeMr. ~~have~~Tierney will ~~audited~~earn ~~the~~a ~~accompanying~~salary ~~consolidated balance~~of ~~sheet~~$27,750 ofper ~~Polomar~~month ~~Health~~and ~~Services,~~will ~~Inc.~~be ~~(the~~eligible ~~Company)~~to asreceive ofan ~~December~~annual ~~31,~~discretionary ~~2024~~bonus, ~~and~~with ~~2023,~~a ~~and~~target ~~the~~annual ~~related~~bonus ~~consolidated~~of seventy-five ~~statements~~percent (75%) of ~~operations,~~his ~~shareholders’~~base ~~equity~~salary, ~~and~~in ~~cash~~accordance ~~flows~~with ~~for~~Polomar’s ~~the~~compensation ~~year~~policy ~~then ended~~ and ~~the related notes collectively referred to~~ as ~~the~~determined ~~financial~~by ~~statements~~Polomar’s Compensation Committee.

InMr. ~~our~~Tierney’s employment ~~opinion~~is considered “at-will”, ~~the~~and ~~financial~~he ~~statements~~will ~~present~~be entitled to benefits offered by Polomar to other senior executive employees, ~~fairly~~including health insurance, inpaid ~~all~~leave, ~~material~~employee ~~respects~~stock options, ~~the~~and ~~financial~~participation ~~position~~in ofany ~~the~~401K ~~Company~~plan asoffered ofby ~~December~~Polomar. 31Mr. Tierney is to receive a sign-on bonus of 125,000 ~~2024~~shares of Polomar’s common stock vesting over a five-month period, and ~~2023~~1,000,000 ~~and~~ten-year non-qualified ~~the~~options ~~results~~to purchase Polomar’s common stock at a strike price of ~~its operations~~$.20 ~~and~~per ~~its~~share. ~~cash~~As ~~flows~~of ~~for~~September 30, 2025, the ~~year~~Company has ~~then~~issued ~~ended~~25,000 inshares ~~conformity~~to ~~with~~Mr. ~~accounting~~Tierney ~~principles~~pursuant ~~generally~~to ~~accepted~~the interms of the ~~United~~Tierney Employment Agreement. As of the date of this filing Mr. Tierney ~~States~~has not exercised any of ~~America~~his options.

~~Going~~In ~~Concern~~accordance with ~~Considerations~~the terms of the Tierney Employment Agreement, Mr. Tierney will be eligible to receive severance benefits upon termination of his employment by Polomar without cause or upon his resignation for good reason, including accelerated vesting of his employee stock options, a lump sum payment, and reimbursement of health insurance premiums. Mr. Tierney will also be entitled to certain severance benefits upon his termination in the event of a change in control of Polomar, including a lump sum payment and accelerated vesting of his employee stock options.

~~The~~Mr. ~~accompanying~~Tierney ~~financial~~will ~~statements~~ have ~~been~~rights ~~prepared assuming~~to ~~that~~indemnification ~~the~~and ~~Company~~directors’ ~~will continue as a going concern. The Company has suffered recurring losses since inception~~ and ~~has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management~~officers’s ~~plans~~liability ininsurance ~~regard~~maintained toby ~~these matters are described in Note 3~~Polomar. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~Pursuant

~~Basis~~Limits on ~~for~~Liability ~~Opinion~~and Indemnification

~~These~~Our certificate ~~financial~~of ~~statements~~incorporation ~~are~~eliminates the ~~responsibility~~ personal liability of our directors to the ~~Company’s~~fullest ~~management.~~extent ~~Our~~permitted ~~responsibility~~by islaw. toThe ~~express~~certificate of anincorporation ~~opinion~~further onprovide that the Company’s ~~financial~~will ~~statements~~indemnify ~~based~~its onofficers ~~our audits~~and directors to the fullest extent permitted by law. We believe ~~are~~that athis ~~public~~indemnification ~~accounting~~covers ~~firm~~at ~~registered~~least ~~with~~negligence on the ~~Public~~part ~~Company~~of ~~Accounting~~the ~~Oversight~~indemnified ~~Board~~parties. ~~(United~~Insofar ~~States)~~as ~~(PCAOB)~~indemnification ~~and~~for ~~are~~liabilities ~~required~~under tothe beSecurities ~~independent~~Act ~~with~~may ~~respect~~be permitted to ~~the~~our ~~Company~~directors, inofficers, ~~accordance~~and ~~with~~controlling persons under the ~~U.S.~~foregoing ~~federal~~provisions ~~securities~~or ~~laws~~otherwise, we ~~and~~have ~~the~~been ~~applicable~~advised ~~rules~~that ~~and regulations~~in the opinion of the Securities and Exchange Commission ~~and~~such indemnification is against public policy as expressed in the ~~PCAOB~~Securities Act of 1933 and is therefore unenforceable.

~~We conducted our audits in accordance with the standards~~Director of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Compensation

~~Our audits included performing procedures to assess~~Gabriel ~~the~~Del ~~risks~~Virginia ofreceived ~~material misstatement of the financial statements~~$52,500 ~~whether~~in ~~due~~stock-based tocompensation ~~error or fraud,~~ and ~~performing~~David ~~procedures~~Spiegel ~~that~~received ~~respond to those risks. Such procedures included examining~~$43,500 onin astock-based ~~test~~compensation ~~basis,~~for ~~evidence regarding~~ the ~~amounts and disclosures in the financial statements.~~fiscal ~~Our~~year ~~audits~~ended ~~also~~December ~~included evaluating the accounting principles used and significant estimates made by management~~31, ~~as well as evaluating the overall presentation of the financial statements~~2025. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~F-2~~33

~~Critical~~Item 12. ~~Audit~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following ~~critical~~table ~~audit~~shows ~~matter~~the ~~communicated~~number ~~below~~of isshares aof our common stock beneficially owned, as of April 20, 2026, by (i) each of our ~~matter~~directors, ~~arising~~(ii) ~~from~~each ~~the~~of ~~current~~our ~~period~~named ~~audit~~executive officers, (iii) all of ~~the~~our ~~financial~~current ~~statements~~directors ~~that~~and ~~was~~executive ~~communicated~~officers oras ~~required~~a group, and (iv) all those known by us to be ~~communicated~~a tobeneficial owner of more than 5% of the ~~audit committee~~Company’s ~~and~~common ~~that:~~stock. ~~(1)~~In ~~relates~~general, “beneficial ownership” refers to ~~accounts~~shares that an individual or ~~disclosures~~entity ~~that~~has ~~are~~the ~~material~~power to ~~the~~vote ~~financial~~or ~~statements~~dispose of, and ~~(2)~~any ~~involved~~rights ~~our~~to ~~especially~~acquire common ~~challenging,~~stock ~~subjective,~~that are currently exercisable or ~~complex~~will ~~judgments.~~become ~~The~~exercisable ~~communication~~within 60 days of ~~critical~~April ~~audit~~20, ~~matters~~2026. ~~does~~We ~~not~~calculated ~~alter~~percentage ownership in ~~any~~accordance ~~way~~with ~~our~~the ~~opinion~~rules onof the ~~financial~~ ~~statements,~~SEC. ~~taken~~The aspercentage aof ~~whole~~common stock beneficially owned is based on 30,385,726 shares of common stock issued and weoutstanding, ~~are~~as ~~not~~of April 20, by2026. ~~communicating~~In ~~the~~addition, ~~critical~~shares ~~audit~~issuable ~~matter~~pursuant ~~below~~to options or other convertible securities that may be acquired within 60 days of April 20 2026, ~~providing~~are adeemed ~~separate~~to ~~opinion~~be issued and outstanding and have been treated as outstanding in oncalculating and determining the ~~critical~~beneficial ~~audit~~ownership ~~matter~~and orpercentage onownership ~~the~~of ~~accounts~~those orpersons ~~disclosures~~possessing tothose ~~which~~securities, itbut ~~relates~~not for any other persons.

~~Intellectual~~This table ~~Property~~is –based ~~Valuation~~on information supplied by each director, officer and principal stockholder of the Company. Except as indicated in footnotes to this table, the Company believes that the stockholders named in this table have sole voting and investment power with respect to all shares of Common Stock shown to be beneficially owned by them, based on information provided by such stockholders. Unless otherwise indicated, the address for each director, executive officer and 5% or greater stockholders of the Company listed is: c/o Polomar Health Services, Inc., 32866 US Hwy. 19 N, Palm Harbor, FL 34684.

As described in Note X to the financial statements, the Company recognized a finite-lived intangible asset related to intellectual property (IP) acquired through a license agreement. The valuation of the IP was determined using a discounted cash flow model, which required management to make significant estimates and assumptions, including projected sales volumes, royalty rates, product launch timelines, discount rates, and market penetration. The IP accounted for a significant portion of the Company’s total assets as of December 31, 2024.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		% of Shares of Common Stock Beneficially Owned

CWR 1, LLC (1)		6,168,760		20.3	%
Daniel Gordon (1)(2)(3)		6,678,739		24.45	%
Michael Ogburn (4)		2,814,260		9.26	%
Christopher Price (5)		2,779,351		9.15	%
Terrence M. Tierney (6)		320,395		2.03	%
Gabriel Del Virginia (6)		125,000		0.30	%
David Spiegel (6)		104,383		0.23	%
All directors and executive officers as a group (3 persons)		395,411		0.95	%

We identified the valuation of the IP as a critical audit matter due to the significant judgments required by management in estimating future cash flows and the subjective nature of key assumptions. Auditing these estimates and assumptions required a high degree of auditor judgment and the involvement of valuation specialists.

(1)	CWR is an affiliate of Daniel Gordon and of GLD Partners, LP. (“GLDLP”)
(2)	Daniel Gordon is the majority shareholder of GLD Management, Inc., the general partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR.
(3)	Daniel Gordon and members of his immediate family own the shares disclosed herein and Mr. Gordon may be deemed to beneficially own these shares.
(4)	Michael Ogburn may be deemed to beneficially own 366,770 shares held by OFT, LLC,
	954,106 shares held by IX Ranch Trust and 1,493,384 shares owned by Birdhouse Trust.
(5)	Christopher Price owns 477,053 shares of the Company’s common stock, Mr. Price, as a member of TEC Consulting, LLC (“TEC”) and Investments Alternatives, LLC (“Alternatives”), may be deemed to beneficially own 1,151,149 shares held by TEC and 1,151,149 shares held by Alternatives.
(6)	Includes shares vested, but yet issued, vested options.
(7)	Includes underlying common stock issuable pursuant to

~~How the Critical Audit Matter was Addressed in the Audit~~34

~~Our~~Item 13. ~~audit~~Certain ~~procedures~~Relationships ~~related~~and toRelated ~~the valuation of the IP included~~Transactions, ~~among~~and ~~others:~~Director Independence.

●On December ~~Evaluating~~29, ~~the~~2023, ~~reasonableness~~Fastbase, ofInc., ~~management’s~~which ~~cash~~was ~~flow~~controlled ~~projections~~ by ~~comparing~~Mr. ~~them~~Rasmus toRefer, ~~industry~~sold ~~data~~90,437,591 ~~and~~shares ~~forecasted~~(pre-split) ~~market~~of ~~conditions.~~our ●common ~~Assessing~~stock ~~the~~and 500,000 ~~appropriateness~~shares of ~~key~~our ~~assumptions~~preferred ~~used~~stock into ~~the~~CWR ~~valuation~~for ~~model~~$350,000, ~~including~~leaving ~~projected~~Mr. ~~revenues,~~Refer ~~royalty~~with ~~rates~~beneficial ownership of 3,855,000 ~~and~~shares ~~discount~~(pre-split) of ~~rates~~our common stock. ●On ~~Testing~~October ~~the~~21, ~~mathematical~~2024, ~~accuracy~~Mr. Refer sold 300,000 shares (pre-split) of common stock in a private transaction reducing the ~~discounted~~number ~~cash~~of ~~flow~~shares ~~model~~held to 3,555,000. ●On ~~Engaging~~September ~~our~~12, ~~valuation~~2024, ~~specialists~~CWR toconverted ~~assist~~the inpreferred ~~assessing~~stock into 10,000,000 shares (pre-split) of the ~~discount~~Company’s ~~rate~~common ~~and~~stock. ~~comparing~~On November 1, 2024, the ~~valuation~~Company ~~methodology~~effected toa ~~industry~~1 ~~practices.~~for ●10 ~~Evaluating~~reverse stock split resulting in a reduction to 1,000,000 the ~~adequacy~~number of ~~the~~shares ~~Company’s~~realized ~~disclosures~~by ~~regarding~~CWR due to the IPconversion. ~~valuation~~The ~~and~~stock ~~related~~split ~~estimates~~also ~~and~~reduced ~~assumptions~~Mr. Refer’s beneficial ownership to 355,500 shares.

~~May~~Other than 22as set forth above, ~~2025~~as of the consummation of the Transaction, there are no related party transactions between the Company and any of the newly appointed officers or directors that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

~~GreenGrowth~~The Audit ~~CPAs~~Committee will review all related party transactions. In reviewing and approving related party transactions, the Board will consider, among other things, the relationship of the parties to the Board and the Company in determining that the terms of the related party transactions were consistent with an arms-length transaction and were in the best interests of the Company and our stockholders. In making this determination, the Board will consider the independence of the Company’s management and the Company’s counsel in negotiating the terms of the related party transactions, the overall independence of the Board in reviewing and approving the terms of the related party transactions, the conformity of the terms of the related party transactions with similar deals in the industry and the needs of the Company in relation to funding its ongoing operations. We do not have a written policy regarding specific standards for the consideration of related party transaction but instead rely upon the expertise of our Board and each director’s independence in making a determination that is in the best interests of the Company and our stockholders. It is the intention of the Board to adopt specific criteria regarding the approval of related party transactions.

~~We have served as the Company’s auditor since 2023.~~Director Independence

~~Los~~We use ~~Angeles~~the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship, ~~California~~which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

~~PCAOB~~● IDthe ~~Number~~director ~~6580~~is, or at any time during the past three years was, an employee of the company;

~~F-3~~● the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); ● a family member of the director is, or at any time during the past three years was, an executive officer of the company; ● the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); ● the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or ● the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

~~POLOMAR~~Under such ~~HEALTH SERVICES~~definitions, ~~INC~~we consider Mr. Del Virginia and Mr. Spiegel to be independent directors.

~~(formerly TRUSTFEED CORP.)~~35

~~Balance~~Item 14. ~~Sheets~~Principal Accountant Fees and Services.

	December 31,			December 31,
	2024			2023
ASSETS
Current assets
Cash	$	6,191		$	8,808
Accounts Receivable	$	1,845
Inventory		68,777			3,459
Total current assets		76,813			12,267
Property, plant and equipment		41,458			-
Leasehold improvements		49,435			-
Accumulated Depreciations		(9,488	)		-
Property and equipment, net		81,405			-
Other assets
Operating lease - right-of-use asset, net		49,180			81,665
Non-compete agreement, net					4,167
Intellectual property		9,735,000			-
Other intangible assets		250,000			-
Accumulated Amortization		(249,625	)		-
Security deposit		9,000			9,000
Total other assets		9,793,555			94,832
Total assets	$	9,951,773		$	107,099
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	164,891		$	39,464
Due to related party		-			30,507
Related party promissory notes		1,138,570
Operating lease - current liability		34,317			32,484
Total current liabilities		1,337,778			102,455
Long-term liabilities
Operating lease - long-term liability		14,864			49,180
Total long-term liabilities		14,864			49,180
Total liabilities	$	1,352,642		$	151,635
Stockholders’ deficit
Members’ deficit		-			140,500
Series A Preferred stock, par value $.001; 500,000 shares authorized; 0 and 500,000 issued and outstanding as of December 31, 2024 and 2023, respectively.		-			500
Common stock; $0.001 par value; 295,000,000 shares authorized; 27,657,679 shares issued and outstanding as of December 31, 2024, and 27,655,560 shares issued and outstanding as of December 31 2023.		27,658			109,138
Additional paid-in capital		11,482,636			1,275,156
Accumulated deficit		(2,911,163	)		(1,569,830	)
Total Stockholders’ deficit		8,599,131			(44,536	)
Total liabilities and stockholders’ deficit	$	9,951,773		$	107,099

Audit and Tax Fees

The Board ~~accompanying~~has ~~notes~~selected ~~are~~the anindependent ~~integral~~accounting ~~part~~firm of ~~these~~GreenGrowth CPAs, to audit the accounts ~~audited~~of ~~financial~~the ~~statements~~Company for the year ending December 31, 2025.

~~F-4~~The Board received the following information concerning the fees of the independent accountants for the years ended December 31, 2024, and 2025, has considered whether the provision of these services is compatible with independence of the independent accountants, and concluded that it is:

POLOMAR HEALTH SERVICES, INC.

	For the Years Ended December 31,
	2024		2023
Audit Fees (1)	$	35,500	$	23,000
Tax Fees		2,780		5,625
All Other Fees		-		-

(~~formerly~~1) ~~TRUSTFEED~~Audit ~~CORP~~fees represent fees for the audit of our annual consolidated financial statements and reviews of the interim consolidated financial statements, and review of audit-related SEC filings.)

~~STATEMENTS~~Audit and OFtax ~~OPERATIONS~~fees include administrative overhead charges and reimbursement for out-of-pocket expenses.

	For the year ended
	December 31,			December 31,
	2024			2023
Revenue		58,824			41,844
Cost of Goods Sold		27,921			4,294
Gross Profit		30,903			37,550
Operating expenses
General and administrative		1,284,401			450,450
Sales and marketing		45,998			27,932
Total operating expenses		1,330,399			478,382
Loss from operations		(1,299,496	)		(440,832	)
Other expense
Interest expense		(41,837	)		(495	)
Foreign currency gain (loss)		-			(53	)
Forgiveness of receivable - related party		-			(146,617	)
Total other income (expense)		(41,837	)		(147,165	)
Net loss	$	(1,341,333	)	$	(587,997	)
Net loss per common share: basic and diluted	$	(0.05	)	$	(0.02	)
Basic weighted average common shares outstanding		27,656,094			26,112,909

Pre-Approval Policies and Procedures

The Audit ~~accompanying~~Committee ~~notes~~has ~~are~~not anyet ~~integral~~adopted ~~part~~policies and procedures for pre-approving all services (audit and non-audit) performed by our independent auditors. However, the Board expects that the Audit Committee, will do so and in accordance with any such planned policies and procedures, the Audit Committee will be required to pre-approve all audit and non-audit services to be performed by the independent auditors in order to assure that the provision of ~~these~~such services is in accordance with the rules and regulations of the SEC and does not impair the auditors’ ~~audited~~independence. ~~financial~~Under ~~statements~~any such planned policy, pre-approval would generally be provided up to one year and any pre-approval would be detailed as to the particular service or category of services and would be subject to a specific budget. In addition, the Audit Committee may pre-approve additional services on a case-by-case basis.

~~F-5~~36

~~POLOMAR HEALTH SERVICES, INC.~~PART IV

~~(formerly~~Item 15. ~~TRUSTFEED~~Exhibits ~~CORP.)~~and Financial Statement Schedules

~~Statements~~(a) The following documents are filed as part of ~~Shareholders’~~this ~~Equity~~Annual Report on Form 10-K:

	Preferred Stock						Common Stock/LLC interests					Additional Paid-in		Stock			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount			Capital		Payable			Deficit			Deficit
Balance, December 31, 2022		500,000		$	500			26,100,125	$	107,582		$	1,023,476	$	37,044		$	(981,833	)	$	186,769
Common stock issued for cash		-			-			1,555,435	$	1,556		$	251,680	$	(37,044	)		-		$	216,192
Acquiree’s 2023 members’ interest									$	140,500										$	140,500
Net loss																	$	(587,997	)	$	(587,997	)
Balance, December 31, 2023		500,000		$	500			27,655,560	$	249,638		$	1,275,156	$	-		$	(1,569,830	)	$	(44,536	)
Balance		500,000		$	500			27,655,560	$	249,638		$	1,275,156	$	-		$	(1,569,830	)	$	(44,536	)
Recapitalization		-			-			-		-			-		-			-			-
Conversion of preferred stock		(500,000	)	$	(500	)		-		-			-					-		$	(500	)
Conversion and issuance of common stock		-			-			2,119	$	(81,480	)	$	10,207,480					-		$	10,126,000
Conversion of Acquiree’s LLC member interests									$	(140,500	)									$	(140,500	)
Net loss																	$	(1,341,333	)	$	(1,341,333	)
Balance, December 31, 2024		-			-			27,657,679	$	27,658		$	11,482,636	$	-		$	(2,911,163	)	$	8,599,131
Balance		-			-			27,657,679	$	27,658		$	11,482,636	$	-		$	(2,911,163	)	$	8,599,131

(1) Financial Statements:

The financial ~~accompanying~~statements ~~notes~~ are anfiled ~~integral~~as part of ~~these~~this ~~audited~~Annual ~~financial~~Report ~~statements~~on Form 10-K commencing on page F-1 and are hereby incorporated by reference.

~~F-6~~(2) Financial Statement Schedules:

~~POLOMAR~~The financial ~~HEALTH~~statement ~~SERVICES,~~schedules ~~INC~~are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto.

(~~formerly TRUSTFEED CORP.~~3) Exhibits:

~~Statements~~The documents ofset ~~Cash~~forth ~~Flows~~below are filed herewith or incorporated by reference to the location indicated.

	For the year ended
Exhibit Number	Description of Document
	December 31,			December 31,
2.1	Contribution Agreement, dated September 14, 2021 (incorporated by reference to Registration Statement on Form 10 filed May 31, 2023).
	2024			2023
2.2	Agreement and Plan of Merger and Reorganization, dated June 28, 2024 (incorporated by Reference to the Current Report on Form 8-K filed July 2, 2024).
Cash Flows from Operating Activities
2.3	Waiver and Amendment Agreement, dated September 30, 2024, to Agreement and Plan and Merger and Reorganization, dated June 28, 2024 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed November 19, 2024).
Net loss	$	(1,341,333	)	$	(587,997	)
2.4	Agreement and Plan of Merger and Reorganization, dated as of July 23, 2025, by and among Polomar Health Service, Inc., Polomar Merger Sub, Inc., and Altanine, Inc. (incorporated by reference to the Current Report on Form 8-K filed on July 29, 2025)
Changes in assets and liabilities
3.1	Articles of Incorporation, dated September 14, 2000 (incorporated by reference to Registration Statement on Form S-1 filed July 21, 2008).
Inventory		(65,318	)		(3,460	)
3.2	Certificate of Amendment, dated July 24, 2003 (incorporated by reference to Registration Statement on Form S-1 filed July 21, 2008).
Depreciation and Amortization		263,280			5,833
3.3	Certificate of Change, dated April 27, 2010 (Incorporated by reference to the Registration Statement on 8-K filed with the Securities and Exchange Commission on June 10, 2010).
Accounts receivable		(1,845	)		30,000
3.4	Certificate of Amendment, dated May 3, 2011 (Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023).
Prepaid expenses		-			(4,135	)
3.5	Certificate of Amendment, dated March 6, 2019 (Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023).
Security deposit		-			(9,000	)
3.6	Certificate of Amendment, September 23, 2021 (Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023).
Accounts payable and accrued liabilities		125,429			34,452
3.7	Certificate of Change, September 23, 2021 (Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023).
Net cash used in operating activities		(1,019,787	)		(534,307	)
3.8	Certificate of Amendment, dated November 7, 2022 (Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023).
Cash flows from investing activities
3.9	Amended and Restated Certificate of Designation for Series A Preferred Stock, dated November 7, 2022 (Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023).
Purchases of property, plant and equipment		(90,893	)		-
3.10	Certificate of Withdrawal for Series B Preferred Stock, dated November 7, 2022 (Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023).
Net cash used in investing activities		(90,893	)		-
3.11	Certificate of Withdrawal for Series C Preferred Stock, dated November 7, 2022 (Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023).
Cash Flows from Financing Activities
3.12	Certificate of Amendment, dated October 10, 2024 (Incorporated by Reference to the Current Report on Form 8-K filed October 17, 2024).
Due to related party		(30,507	)		(39,196	)
3.13	Bylaws (Incorporated by reference to Registration Statement on Form S-1 filed July 21, 2008)
Proceeds from related party promissory notes		1,138,570
10.1	Promissory Note and Loan Agreement, dated August 16, 2024 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 21, 2024).
Proceeds from the issuance of common stock					216,192
10.2	Restated and Amended Know-How and Patent License Agreement, dated as of January 9, 2025, between Polomar Health Services, Inc., and Pinata Holdings, Inc. (incorporated by reference to the Current Report on Form 8-K filed with the SEC on January 14, 2025).
Proceeds from members’ interest		-			140,500
10.3*	Professional Services Agreement, dated March 21, 2024, by and among Trustfeed Corp., Terrence M. Tierney and Profesco, Inc. (incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 25, 2024).
Net cash from financing activities		1,108,063			317,496
10.4*	2024 Equity and Incentive Compensation Plan (incorporated by reference to Appendix B to the Definitive Schedule 14C Information Statement of the Company filed on August 1, 2024).
Net increase (decrease) in cash		(2,617	)		(216,811	)
10.5	Product Fulfillment and Distribution Agreement, effective on March 12, 2025, and as amended on March 17, 2025, with For Humanity Health, Inc. and Island 40 Group, LLC (incorporated by reference to the Current Report on Form 8-K filed March 17, 2025)
Cash, beginning of period		8,808			225,619
10.6	First Amendment to Product Fulfillment and Distribution Agreement dated March 17, 2025 (incorporated by reference to the Current Report on Form 8-K filed March 17, 2025)
Cash, end of period	$	6,191		$	8,808
10.7*	Board of Directors Services Agreement and Exhibit A thereto, dated May 7, 2025, between the Company and Gabriel Del Virginia (incorporated by reference to the Form 10-K filed on May 22, 2025)
Supplemental disclosure of cash flow information
10.8*	Board of Directors Services Agreement and Exhibit A thereto, dated May 7, 2025, between the Company and David Spiegel (incorporated by reference to the Form 10-K filed on May 22, 2025)
Cash paid for interest	$	41,837		$	495
10.9*	Board of Directors Services Agreement and Exhibit A thereto, dated June 21, 2025 between the Company and Terrence M. Tierney (incorporated by reference to the Quarterly Report on Form 10-Q filed on June 30, 2025)
Cash paid for taxes	$	-		$	-
10.10	Promissory Note and Loan Agreement with CWR 1, LLC dated July 21, 2025 (incorporated by reference to the Current Report on Form 8-K filed on July 25, 2025)
Non-Cash investing and financing transactions
10.11	Addendum # 3 to the Professional Services Agreement dated March 21, 2024, by and among Polomar Health Services, Inc. (f/k/a Trustfeed Corp.), Terrence M. Tierney and Profesco Inc. (incorporated by reference to the Current Report on Form 8-K filed on July 29, 2025)
Forgiveness of receivable – related party	$	-		$	146,617
10.12	Promissory Note and Loan Agreement with Profesco Holdings, LLC dated July 28, 2025 (incorporated by reference to the Current Report on Form 8-K filed on July 29, 2025)
10.13	Amended and Restated Product Fulfillment and Distribution Agreement between ForHumanity Health, Inc., Island 40 Group, LLC and Polomar Health Services, Inc., dated August 25, 2025 (incorporated by reference to the Current Report on Form 8-K filed on August 29, 2025).
10.14**	Executive Employment Agreement, effective September 15, 2025, by and between the Company and Terrence M. Tierney*
14.1**	Code of Ethics
19.1	Insider Trading Policy
21.1**	Subsidiaries of the Company
31.1	Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1	[Clawback Policy]
101.INS**	Inline XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**	Inline XBRL Taxonomy Extension Schema.
101.CAL**	Inline XBRL Taxonomy Extension Calculation.
101.DEF**	Inline XBRL Taxonomy Extension Definition.
101.LAB**	Inline XBRL Taxonomy Extension Labels.
101.PRE**	Inline XBRL Taxonomy Extension Presentation.
104**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~The~~* ~~accompanying~~Indicates ~~notes~~management ~~are~~contract anor ~~integral~~compensatory ~~part~~plan ofor ~~these audited~~arrangement ~~financial~~** ~~statements.~~Filed herewith

FItem 16. Form 10-7K Summary

~~POLOMAR~~The Company ~~HEALTH~~has ~~SERVICES,~~elected ~~INC~~not to provide summary information.

~~(formerly TRUSTFEED CORP.)~~37

~~NOTES TO FINANCIAL STATEMENTS~~SIGNATURES

~~DECEMBER~~Pursuant to 31the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~2024~~the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NOTE 1 – NATURE AND DESCRIPTION OF BUSINESS

	Polomar Health Services, Inc.

	/s/ Terrence M. Tierney
	Terrence M. Tierney
	President and Chief Executive Officer
Dated: May 6, 2026

	/s/ Charlie Lin
	Charlie Lin
	Treasurer and Chief Financial Officer
Dated: May 6, 2026

~~The Company operates Polomar Specialty Pharmacy, LLC,~~Pursuant ~~a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant~~ to ~~license # PH35196. Polomar Specialty Pharmacy is also licensed as a Special Sterile Compounding Pharmacy, permit #PH35277, which authorizes~~ the ~~licensed~~requirements ~~entity to dispense injectable and other sterile compounds (eye drops, infused therapeutics) upon receipt~~ of athe ~~valid~~Securities ~~prescription.~~Exchange ~~The~~Act ~~compounding facility operates pursuant to guidelines established under Sec. 503A “Compounding Pharmacy”~~ of ~~the Federal Food~~1934, ~~Drug~~this ~~and~~report ~~Cosmetic Act.~~has ~~Section~~been ~~503A~~signed ~~authorizes~~below ~~the licensed entity to manufacture compounded drugs and fulfill prescriptions provided to it~~ by ~~licensed physicians. As a result,~~ the ~~Company~~following ispersons ~~presently~~on ~~authorized~~behalf toof ~~fulfill and deliver compounded prescribed medications in 28 states. Polomar~~the isregistrant ~~also actively seeking approval~~ and ~~authorization~~ in ~~other~~the ~~states~~capacities and ~~expects~~on ~~to be able to provide prescription medications in a majority of U.S. states by~~ the ~~end~~dates ~~of 2025~~indicated. ~~Polomar also anticipates applying for a drug export permit in Q3 2025.~~

The Company also owns SlimRxTM (www.slimrx.com), a weight loss focused online platform that connects patients with licensed physicians to prescribe weight loss medications such as semaglutide compounded with vitamin B-12 and/or metformin (VitaSlimTM and VitaSlim PlusTM). SlimRx filed an application for statutory trademark protection on August 29, 2024. The prescriptions issued via SlimRx are fulfilled by Polomar. The Company also expects to launch PoloMedsTM (polomeds.com) during the second quarter of 2025 to fulfill prescriptions for diabetes medications including metformin compounds, sulfonylureas, and insulin; compounded erectile dysfunction medications inhalable sildenafil and Polomar’s prescription only, exclusive dermatological formulations co-developed by a board-certified dermatologist for the treatment of acne, alopecia areata, basal cell carcinoma, Becker’s nevus, vitiligo, and other common skin conditions.

Signature	Title	Date

/s/ Terrence M. Tierney	President, Chief Executive Officer and Director	May 6, 2026
Terrence M. Tierney	(Principal Executive, Financial and Accounting Officer)

/s/ Gabriel Del Virginia	Director	May 6, 2026
Gabriel Del Virginia

/s/ David Spiegel	Director	May 6, 2026
David Spiegel

~~Corporate~~POLOMAR HEALTH ~~History~~SERVICES, ~~and Capital Structure~~INC.

~~We were incorporated in the State of Nevada on September~~INDEX ~~14,~~TO ~~2000,~~FINANCIAL ~~under the name of Telemax Communications. On or about July 24, 2003, the name was changed to HealthMed Services, Ltd.~~STATEMENTS

		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6580)		F-2

Consolidated Balance Sheets as of December 31, 2025 and 2024		F-4

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024		F-5

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024		F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-7

Notes to the Consolidated Financial Statements		F-8 - F-18

However, effective as of December 29, 2023 in accordance with a Stock Purchase Agreement, Fastbase, the then record and beneficial owner of (i) 90,437,591 shares of Common Stock of the Company, representing approximately 83% of the Company’s issued and outstanding Common Stock (the “Common Shares”), and (ii) 500,000 shares of the Series A Convertible Preferred Stock, par value $.001 per share, of the Company, representing 100% of the Company’s issued and outstanding shares of Preferred Stock (the “Preferred Shares” and, with the Common Shares, the “Transferred Shares”), sold the Transferred Shares to CWR F-1, LLC, a Delaware limited liability Company (“CWR”) for aggregate consideration of $350,000 (collectively referred to as the “Transaction”). Additionally, Rasmus Refer, the Company’s then Chief Executive Officer (principal executive officer, principal accounting officer and principal financial officer) and Chairman and sole member of the Company’s Board of Directors (the “Board”), resigned from all director (as of February 12, 2024), officer and employment positions with the Company and its subsidiaries.

~~F-8~~Report of Independent Registered Public Accounting Firm

~~POLOMAR~~To the ~~HEALTH~~Board ~~SERVICES,~~of ~~INC.~~Directors and Shareholders

~~(formerly~~of Polomar ~~TRUSTFEED~~Health ~~CORP~~Services, Inc.)

~~DECEMBER~~Opinion on ~~31,~~the ~~2024~~Financial Statements

~~Also~~We have asaudited ofthe ~~December~~accompanying ~~29,~~consolidated ~~2023,~~balance ~~the~~sheet ~~size~~ of ~~the~~Polomar ~~Board was~~Health ~~increased~~Services, ~~from~~Inc. ~~one~~(the ~~director~~Company) ~~to two directors and Brett Rosen was appointed~~ as aof ~~director~~December to31, ~~fill the vacancy~~2025, ~~to serve as director~~and ~~until~~2024, and the ~~next~~related ~~annual~~consolidated ~~meeting~~statements of ~~stockholders of the Company~~operations, ~~subject~~shareholders’ ~~to his prior resignation or removal~~equity, and ~~until~~cash ~~his~~flows ~~successor~~for ~~is duly~~the ~~elected~~year ~~and~~then ~~qualified,~~ended and ~~Mr.~~the related ~~Rosen~~notes ~~was~~collectively ~~appointed~~referred ~~President,~~to ~~Chief~~as ~~Financial Officer, Secretary and Treasurer of~~ the ~~Company~~financial statements.

~~Upon~~In our opinion, the ~~consummation~~financial statements present fairly, in all material respects, the financial position of the ~~Transaction~~Company onas of December 2931, ~~2023~~2025, and 2024, and the ~~Company~~results ~~experienced~~of aits ~~change~~operations inand ~~control.~~its ~~The~~cash ~~Transaction~~flows ~~and~~for ~~related~~the ~~transactions~~year ~~had~~then ended, in conformity with accounting principles generally accepted in the ~~following~~United ~~consequences:~~States of America.

●Going Concern New management anticipated entering into a future transaction involving the Company, which could result in the acquisition of one or more businesses, companies or asset classes, including but not limited to intellectual property assets and that may currently be owned by affiliates of management. ● The Company’s new management will be evaluating the Company’s Pre-Existing Business as part of these possible future transactions, and in the meantime, has suspended our operations relating to the Pre-Existing Business, with the expectation of permanently shutting down, spinning off or assigning the Pre-Existing Business at the time of such future transaction(s).Considerations

~~Effective~~The accompanying asfinancial ofstatements ~~March~~have ~~21,~~been ~~2024,~~prepared ~~Brett~~assuming ~~Rosen~~that ~~resigned~~the ~~from~~Company ~~all~~will ofcontinue ~~his~~as ~~officer~~a going concern. The Company has suffered recurring losses since inception and ~~director~~has ~~positions~~not ~~with~~achieved ~~the~~profitable ~~Company~~operations, ~~and~~which heraise ~~was~~substantial ~~replaced~~doubt about its ability to continue as a going concern. Management’s plans in ~~all~~regard ~~such~~to ~~positions~~these bymatters ~~Terrence~~are Mdescribed in Note 3. ~~Tierney~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Polomar~~Basis for ~~Merger~~ Opinion

OnThese financial ~~September~~statements ~~30,~~are ~~2024,~~ the ~~transaction~~responsibility ~~described in~~of the ~~Merger~~Company’s ~~Agreement~~management. ~~was~~Our ~~completed~~responsibility ~~and~~is to express an opinion on the ~~merger~~Company’s financial ~~was~~statements ~~deemed~~based ~~effective.~~on ~~The~~our ~~Acquisition~~audits. isWe ~~considered~~are a ~~recapitalization as~~ public accounting firm registered with the ~~historical~~Public ~~financial~~Company ~~statements~~Accounting ofOversight ~~Polomar,~~Board (United ~~the~~States) ~~accounting~~(PCAOB) ~~acquirer,~~and ~~have~~are ~~been~~required ~~substituted~~to ~~for~~be independent with respect to the ~~historical~~Company ~~financial~~in ~~statements~~accordance with the U.S. federal securities laws and the applicable rules and regulations of ~~Trustfeed~~the Securities and Exchange Commission and the PCAOB.

OnWe conducted ~~October~~our 9,audits ~~2024,~~in ~~pursuant~~accordance towith the ~~terms~~standards of the ~~Merger~~PCAOB. Those standards require that we plan and perform the audit to obtain ~~Agreement,~~reasonable ~~CWR~~assurance 1,about ~~LLC,~~whether athe ~~shareholder~~financial statements are free of ~~the~~material misstatement, whether due to error or fraud. The Company is not required to have, ~~returned~~nor 50were we engaged to perform,~~000,000~~ ~~shares~~an audit of ~~the~~its ~~Company’s~~internal ~~common~~control ~~stock~~over ~~for~~financial ~~cancellation~~reporting. ~~Also,~~ inAs ~~October~~part ~~2024~~of our audits, we ~~pursuant~~are required to ~~the~~obtain ~~terms~~an understanding of ~~the~~internal ~~Merger~~control ~~Agreement~~over financial reporting, ~~the~~but ~~Company~~not ~~issued~~for anthe ~~aggregate~~purpose of ~~207,414,147~~expressing ~~(pre-split)~~an ~~shares~~opinion on the effectiveness of ~~its~~the ~~common~~Company’s ~~stock~~internal tocontrol ~~the~~over ~~former~~financial ~~Polomar~~reporting. ~~members~~Accordingly, inwe ~~the~~express ~~Merger~~no such opinion.

~~Pinata~~Our audits ~~License~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

On June 29, 2024, we executed a Know How and Patent License Agreement, as amended, with Pinata Holdings, Inc. (“Pinata”), to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, eletriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). It is the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by us postF-~~Acquisition.~~2

~~F-9~~Critical Audit Matters

~~POLOMAR~~The critical ~~HEALTH~~audit ~~SERVICES~~matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, ~~INC~~subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~(formerly~~Evaluation of ~~TRUSTFEED~~Remaining ~~CORP.)~~Useful Life and Amortization of Intellectual Property

~~DECEMBER~~As described in Note 2, the Company changed its estimate of the useful life for certain Intellectual Property (IP) during the year, resulting in accelerated amortization. Management determined that the period over which the IP would generate probable future economic benefits was no longer reliably estimable or certain. Consequently, the Company concluded that the economic benefits of these intangible assets had been substantially fulfilled, necessitating an acceleration of the remaining carrying value over December 31, ~~2024~~2025.

~~Company~~We identified ~~Loans~~the audit of the accelerated amortization as a critical audit matter because of the significant auditor judgment required to evaluate management’s conclusion that the IP’s future utility was no longer certain. The assessment of whether an asset’s economic benefits have been “fulfilled” involves high subjectivity and depends on qualitative factors. Auditing these estimates and assumptions required a high degree of auditor judgment.

~~On August 13, 2024, as amended on November 8, 2024, Polomar Specialty Pharmacy,~~How ~~LLC entered into a Promissory Note and Loan Agreement (~~the ~~“Polomar~~Critical ~~Note”)~~Audit ~~with~~Matter ~~Polomar~~was asAddressed ~~the borrower and Reprise Management, Inc. (“Reprise”) as the Lender. Pursuant to the Polomar Note, Reprise agreed to loan to Polomar up to $700,000~~ in ~~one or more advances from time to time. An initial draw under~~ the Note in the amount of $522,788 was made, which funds are being used to repay all amounts due to Reprise pursuant to prior undocumented loans provided by Reprise to Polomar. As of December 31, 2024, the outstanding principal amount of the Note is $716,402.67 plus accrued interest of $29,508.91. The outstanding principal, and any and all accrued and unpaid interest with respect to the Polomar Note, is due and payable on July 31, 2025. Reprise is an affiliate of Daniel Gordon and GLDLP. Mr. Gordon is the President of Reprise and the majority shareholder of GLD Management, Inc., the general partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR.Audit

~~Effective~~Our asaudit ofprocedures ~~August~~related ~~16, 2024, we entered into a Promissory Note and Loan Agreement (the “Note”), as the borrower, with CWR 1, LLC as the lender (“Lender” or “CWR”. Pursuant~~ to the ~~Note,~~valuation ~~CWR agreed to loan to the Company up to $250,000 in one or more advances from time to time. An initial draw under the Note in the amount~~ of ~~$157,622.56 was made, which funds are being used to repay~~ the ~~Lender~~IP ~~all amounts due to Lender pursuant to prior undocumented loans provided by Lender to the Company. As of December 31~~included, ~~2024,~~among the outstanding principal amount of the Note is $380,330.30 plus accrued interest of $12,328.51. The outstanding principal, and any and all accrued and unpaid interest with respect to the Note, is due and payable on July 31, 2025. The Lender and its affiliates are the record owners of more than 40% of the voting stock of the Company, and is an affiliate of Daniel Gordon and of GLD Partners, LP. (“GLDLP”). Mr. Gordon is the majority shareholder of GLD Management, Inc., the general partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR.others:

~~Corporate~~● ~~Actions~~Evaluating the reasonableness of management’s cash flow projections by comparing them to industry data and forecasted market conditions. ● Assessing the appropriateness of key assumptions used in the valuation model, including projected revenues, royalty rates, and discount rates. ● Inquiry of management and financial leadership to understand the basis for the conclusion that future benefits were no longer estimable or certain. ● We verified that the documentation regarding the best estimate of the company was consistent with the actual consumption of the economic benefits observed in the current period’s financial performance. ● Evaluating the adequacy of the Company’s disclosures regarding the IP valuation and related estimates and assumptions.

~~On October 10~~May 6, ~~2024, we filed Amended and Restated Articles of Incorporation (the “Articles”) with the Secretary of State of the State of Nevada to effect the following actions:~~2026

1. GreenGrowth ~~To change the name of the Company from Trustfeed Corp. to Polomar Health Services, Inc.;~~CPAs

2.We have Toserved ~~increase~~as the Company’s ~~authorized~~auditor ~~shares of~~since ~~“blank check” preferred stock to 5,000,000; and~~2023.

~~3. To effect a reverse stock split with a ratio of~~Los ~~1-for-10.~~Angeles, California

~~On November 1, 2024, we effected the 1 for 10 reverse~~PCAOB ~~stock~~ID ~~split.~~Number ~~Accordingly, as of November 1, 2024, there were 27,657,679 shares of our common stock issued and outstanding.~~6580

~~In addition, we adopted our 2024 Equity and Incentive Compensation Plan.~~F-3

~~Effective~~POLOMAR HEALTH ~~December 12~~SERVICES, ~~2024, the Company’s trading symbol was changed from TRFE to PMHS~~INC.

~~License~~(formerly TRUSTFEED ~~Agreement~~CORP.)

~~On June 29, 2024, Trustfeed executed a Know How and~~Balance Patent License Agreement (the “Agreement”) with Pinata Holdings, Inc., a Delaware corporation (“Pinata”), as restated and amended on January 9, 2025 (See Note 7 -Subsequent Events), to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, eletriptan, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). The license is worldwide, non-exclusive and non-transferable pursuant to the terms of the Agreement.Sheets

The Company shall be obligated to pay a royalty to Pinata ranging from ten percent (10%) to twenty percent (20%) of the net sales from products utilizing the IP Rights containing the Ingredients.

	December 31, 2025			December 31, 2024
ASSETS
Current assets
Cash	$	132,150		$	6,191
Accounts Receivable		96,941			1,845
Inventory		93,636			68,777
Total current assets		322,727			76,813
Property, plant and equipment		41,458			41,458
Leasehold improvements		49,435			49,435
Accumulated Depreciations		(47,441	)		(9,488	)
Property and equipment, net		43,452			81,405
Other assets
Operating lease - right-of-use asset, net		14,864			49,180
Intellectual property		9,735,000			9,735,000
Other intangible assets		250,000			250,000
Accumulated Amortization		(9,985,000	)		(249,625	)
Security deposit		9,000			9,000
Total other assets		23,864			9,793,555
Total assets	$	390,043		$	9,951,773

LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	386,983		$	164,891
Unearned Revenue		300,000			-
Related party promissory notes		897,660			1,138,570
Operating lease - current liability		14,864			34,317
Other current liability		12,865			-
Total current liabilities		1,612,372			1,337,778
Long-term liabilities
Operating lease - long-term liability		-			14,864
Total long-term liabilities		-			14,864
Total liabilities	$	1,612,372		$	1,352,642

Stockholders’ deficit
Series A Preferred stock, par value $.001; 5,000,000 shares authorized; 150 and 0 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.		-			-
Common stock; $0.001 par value; 295,000,000 shares authorized; 28,019,624 and 27,657,679 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.		28,020			27,658
Additional paid-in capital		12,361,919			11,482,636
Accumulated deficit		(13,612,268	)		(2,911,163	)
Total Stockholders’ deficit		(1,222,329	)		8,599,131

Total liabilities and stockholders’ deficit	$	390,043		$	9,951,773

The ~~Agreement has a perpetual term, subject to the~~ ~~right~~accompanying ofnotes ~~either~~are ~~party~~an tointegral ~~terminate~~part ~~(a) if the other party commits a material breach~~ of ~~its~~these ~~obligations~~audited ~~under~~financial ~~the Agreement and fails to cure such breach and (b) at any time upon 180 days prior written notice to the other party~~statements.

F-104

POLOMAR HEALTH SERVICES, INC.

(formerly TRUSTFEED CORP.)

~~DECEMBER~~STATEMENTS OF ~~31, 2024~~OPERATIONS

The Company’s wholly owned subsidiary, Polomar Specialty Pharmacy, LLC presently utilizes the licensed IP rights in its inhalable sildenafil products and intends to use the licensed IP rights for inhalable sumatriptan and oral GLP-1 receptor agonists.

	December 31, 2025			December 31, 2024
	For the year ended
	December 31, 2025			December 31, 2024

Revenue		648,231			58,824

Cost of Goods Sold		188,132			27,921

Gross Profit		460,099			30,903

Operating expenses
General and administrative		10,943,795			1,284,401
Sales and marketing		66,568			45,998
Total operating expenses		11,010,363			1,330,399

Loss from operations		(10,550,264	)		(1,299,496	)

Other expense
Interest expense		(150,841	)		(41,837	)
Total other income (expense)		(150,841	)		(41,837	)
					-
Net loss	$	(10,701,105	)	$	(1,341,333	)

Net loss per common share: basic and diluted	$	(0.39	)	$	(0.05	)
Basic weighted average common shares outstanding		27,763,666			27,656,094

~~Pinata~~The accompanying isnotes are an ~~affiliate~~integral part of ~~CWR~~these audited financial statements.

~~License Agreement Valuation~~F-5

~~The Company believes that the IP rights will positively~~POLOMAR ~~affect~~HEALTH ~~the Company’s revenue during the term of the Agreement. Assuming the U.S. Patent and Trademark Office grants patent protection to some or all of the IP Rights~~SERVICES, ~~then the Company can expect twenty years of statutory protection of the IP Rights~~INC. ~~The Company anticipates that the use of the IP Rights could result in significant gross revenues from the sale of products utilizing the IP Rights.~~

~~Utilizing projected net revenues, after deducting~~(formerly ~~contractual~~TRUSTFEED ~~royalties and cost of goods sold, through December 31, 2029, derived from the IP Rights that the Company is most likely to utilize we determined that the license had a net present value of $9,735,000~~CORP. We additionally took into consideration that while the term of the license is perpetual it is non-exclusive, the underlying intellectual property has not as of the date of this filing been granted patent protection by the U.S. Patent and Trademark Office and the license is terminable on one-hundred eighty (180) ~~days notice by either party.~~

~~Our address is 10940 Wilshire Boulevard, Suite 1500,~~Statements ~~Los~~of ~~Angeles,~~Shareholders’ ~~CA 90024.~~Equity

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Shares			Amount			Shares		Amount			Capital		Payable		Deficit			Deficit
	Preferred Stock						Common Stock/LLC interests					Additional Paid-in		Stock		Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount			Capital		Payable		Deficit			Deficit
Balance, December 31, 2023		500,000		$	500			27,655,560	$	249,638		$	1,275,156	$	-	$	(1,569,830	)	$	(44,536	)
Reverse merger
Conversion of preferred stock		(500,000	)	$	(500	)		-		-			-				-		$	(500	)
Conversion and issuance of common stock		-			-			2,119	$	(81,480	)	$	10,207,480				-		$	10,126,000
Conversion of Acquiree’s LLC member interests									$	(140,500	)								$	(140,500	)
Net loss					-					-			-		-	$	(1,341,333	)	$	(1,341,333	)
Balance, December 31, 2024		-			-			27,657,679	$	27,658		$	11,482,636	$	-	$	(2,911,163	)	$	8,599,131
Balance		-			-			27,657,679	$	27,658		$	11,482,636	$	-	$	(2,911,163	)	$	8,599,131
Conversion of preferred stock		150		$	-							$	750,000						$	750,000
Issuance of RSU								361,945	$	362		$	129,283						$	129,645
Net loss					-					-			-		-	$	(10,701,105	)	$	(10,701,105	)
Balance, December 31, 2025		150		$	-			28,019,624	$	28,020		$	12,361,919		-	$	(13,612,268	)	$	(1,222,329	)
Balance		150		$	-			28,019,624	$	28,020		$	12,361,919		-	$	(13,612,268	)	$	(1,222,329	)

~~Basis~~The accompanying notes are an integral part of ~~presentation~~these audited financial statements.

The accompanying audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the period presented have been reflected herein.F-6

ItPOLOMAR HEALTH ~~is management’s opinion~~SERVICES, ~~however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation~~INC. ~~The results for the interim period are not necessarily indicative of the results to be expected for the year.~~

~~F-11~~(formerly TRUSTFEED CORP.)

~~POLOMAR~~Statements of ~~HEALTH~~Cash ~~SERVICES, INC.~~Flows

(formerly TRUSTFEED CORP.)

	December 31, 2025			December 31, 2024
	For the year ended
	December 31, 2025			December 31, 2024
Cash Flows from Operating Activities
Net loss	$	(10,701,105	)	$	(1,341,333	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation and Amortization		9,773,328			263,280
Stock-based compensation		129,645
Changes in assets and liabilities
Accounts receivable		(95,096	)		(1,845	)
Inventory		(24,859	)		(65,316	)
Unearned Revenue		300,000
Accounts payable and accrued liabilities		222,092			125,427
Net cash used in operating activities		(395,995	)		(1,019,787	)
Cash flows from investing activities
Purchases of property, plant and equipment		-			(90,893	)
Net cash used in investing activities		-			(90,893	)
Cash Flows from Financing Activities
Due to related party		-			(30,507	)
Proceeds from related party promissory notes		521,954			1,138,570
Net cash from financing activities		521,954			1,108,063

Net increase (decrease) in cash		125,959			(2,617	)

Cash, beginning of period		6,191			8,808

Cash, end of period	$	132,150		$	6,191

Supplemental disclosure of cash flow information
Cash paid for interest	$	150,841		$	41,837

~~DECEMBER~~The accompanying ~~31,~~notes ~~2024~~are an integral part of these audited financial statements.

~~Use of estimates~~F-7

~~The preparation of financial statements in conformity~~POLOMAR ~~with~~HEALTH ~~generally~~SERVICES, accepted accounting principles 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 financial statements and the reported amounts of revenue and expenses during the reporting periodINC. ~~Actual results could differ significantly from those estimates.~~

~~Cash~~(formerly TRUSTFEED ~~and cash equivalents~~CORP.)

~~For the purpose of the statements of cash flows, all~~NOTES ~~highly~~TO ~~liquid~~FINANCIAL investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. The Company did not have any cash equivalents as of December 31, 2024 and 2023.STATEMENTS

~~Stock-based~~DECEMBER 31, ~~compensation~~2025

~~The Company follows ASC 718-10, “Stock Compensation”,~~NOTE ~~which~~1 ~~addresses~~– ~~the~~NATURE ~~accounting~~AND ~~for~~DESCRIPTION ~~transactions~~OF in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.BUSINESS

~~Inventory~~The Company operates Polomar Specialty Pharmacy, LLC, a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant to license # PH35196 (“Polomar Pharmacy”). Polomar Pharmacy is also licensed as a Special Sterile Compounding Pharmacy, permit #PH35277, which authorizes the licensed entity to dispense injectable and other sterile compounds (eye drops, infused therapeutics) upon receipt of a valid prescription. The compounding facility operates pursuant to guidelines established under Sec. 503A “Compounding Pharmacy” of the Federal Food, Drug and Cosmetic Act. Section 503A authorizes the licensed entity to manufacture compounded drugs and fulfill prescriptions provided to it by state licensed physicians and other licensed healthcare professionals including physician assistants and nurse practitioners. The Company is presently licensed and authorized to fulfill and deliver compounded prescribed medications in 28 states. Polomar Pharmacy is actively seeking licenses and authorization in other states and expects to be able to provide prescription medications in additional U.S. states by the end of the second quarter of 2026.

~~Inventories~~Prior to the September 30, 2024, merger between the ~~are~~Company ~~stated~~and atPolomar Pharmacy (as described more fully below under “Polomar Pharmacy Merger”), Polomar Pharmacy’s business was concentrated on providing compounded dermatological prescription medications for topical delivery. Polomar Pharmacy’s exclusive dermatological formulations, co-developed by a board-certified dermatologist for the ~~lower~~treatment of ~~cost~~acne, oralopecia ~~market~~areata, basal cell carcinoma, Becker’s nevus, vitiligo, and other common skin conditions, were primarily fulfilled on behalf of local dermatologists with ~~cost~~limited ~~determined~~interstate prescription delivery. In early 2024, Polomar Pharmacy commenced the construction of clean rooms to allow for the dispensing of sterile compounded drugs. Polomar Pharmacy received its Special Sterile Compounding Permit in August of 2024. Polomar Pharmacy continued to primarily fulfill prescriptions for compounded dermatological drugs and has, on ana ~~average-cost~~limited basis, fulfilled prescriptions for sterile compounded GLP-1 agonists for subcutaneous injection. ~~Inventory~~On ~~includes~~September ~~raw~~26, ~~materials~~2025, ~~and~~the ~~finished~~Company executed a one-year non-exclusive ~~goods~~pharmacy ofservices ~~$68~~agreement with CareValidate,~~777~~ asInc. (“CareValidate”) to fulfill GLP-1 agonist prescriptions for CareValidate’s network of ~~December~~on-line 31clinics. Polomar began fulfilling prescriptions for CareValidate on October 6, ~~2024~~2025, and we expect steady revenue growth from this customer.

~~Earnings~~Polomar ~~per~~Pharmacy ~~share~~has experienced significant losses from operations as a result of a decline in revenues and increased labor costs. The decline in revenues is primarily due to a change in Polomar Pharmacy’s business model from local fulfillment of compounded dermatological formulations to online fulfillment of GLP-1 agonist and erectile dysfunction drugs. Polomar Pharmacy’s operations are highly dependent on third-party utilization of Polomar Pharmacy’s compounded drug formulations. Polomar Pharmacy has experienced continuing delays in fully developing its compounded product formulations, manufacturing delays due to unexpected supply chain issues for imported active pharmaceutical ingredients and related products excipients, which have been satisfactorily resolved, and logistical challenges resulting from transitioning from a local fulfillment to national fulfillment business model. The Company has had insufficient access to capital to successfully implement its business plan.

The Company ~~follows~~also ~~ASC~~owns ~~Topic~~SlimRx™ ~~260~~(www.slimrx.com), a weight loss focused online platform that the Company plans to ~~account~~launch in early 2026, that will connect patients with licensed healthcare providers to prescribe weight loss medications such as semaglutide and tirzepatide compounded with vitamin B-12 and other complementary compounded weight loss formulations (VitaSlim™ and VitaSlim Plus™). SlimRx filed an application for ~~the~~statutory ~~earnings~~trademark ~~per~~protection ~~share~~on August 29, 2024. ~~Basic~~In ~~earnings~~April ~~per~~of ~~common~~2025, ~~share~~the Company received an “Action Letter” from the U.S. Patent and Trademark Office (“~~EPS~~USPTO”) ~~calculations~~requiring ~~are~~the ~~determined~~Company byto ~~dividing~~show ~~net~~the ~~income~~applied byfor ~~the~~mark ~~weighted average~~being ~~number~~used ofin

Filing Compare · Polomar Health Services, Inc.