Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "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 in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward- looking statements. These risks include, by way of example and not in limitation:

	●	the uncertainty of profitability based upon our history of losses;
	●	legislative or regulatory changes concerning platforms with data about companies;
	●	risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
	●	risks related to our operations and uncertainties related to our business plan and business strategy;
	●	changes in economic conditions;
	●	uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement of other's intellectual property;
	●	competition; and
	●	cybersecurity concerns.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in each case under "Risk Factors," and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

Company Overview

We operate Polomar Specialty Pharmacy, LLC ("Polomar Pharmacy") a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant to license # PH35196. 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 licensed physicians, physician assistants and nurse practitioners. As a result, the Company is presently authorized to fulfill and deliver compounded prescribed medications in 28 states. Polomar is also actively seeking approval and authorization in other states and expects to be able to provide prescription medications in a majority of U.S. states by the end of 2025. Polomar also anticipates applying for a drug export permit in the fourth quarter of 2025.

We also own SlimRx^TM (www.slimrx.com), a weight loss focused online platform that will be able to connect patients with licensed healthcare providers to prescribe weight loss medications such as semaglutide compounded with vitamin B-12 (VitaSlim^TM) and/or complimented by our proprietary metformin gummy (VitaSlim Plus^TM). We expect to launch SlimRx^TM telehealth platform in early Q4 2025.

We filed an application for statutory trademark protection with the United States Trademark and Patent Office ("USPTO") for SlimRx on August 29, 2024. The Company received an Office Action Letter from the USPTO on April 27, 2025, regarding the application. We have received an extension of time to respond to the USPTO's letter until October 24, 2025. Polomar will fulfill all prescriptions received through the SlimRx website.

We also expects to launch PoloMeds^TM (polomeds.com) during the fourth quarter of 2025 to fulfill prescriptions for diabetes medications including metformin compounds, pursuant to our license agreement with Pinata, Inc. (the "Pinata License"), sulfonylureas, and insulin; compounded erectile dysfunction medications including testosterone, inhalable sildenafil (InhalED^TM), pursuant to the Pinata License, 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.

An integral part of the our business model is to provide prescription fulfillment services for third party web-based telehealth platforms, clinics, hospitals and large physician groups. This "wholesale" part of the business is expected to experience steady growth over the next twelve to eighteen months.

Corporate History and Capital Structure

We were incorporated in the State of Nevada on September 14, 2000, under the name of Telemax Communications. On or about July 24, 2003, the name was changed to HealthMed Services, Ltd. On or about September 2, 2022, the name was changed to Trustfeed Corp. ("Trustfeed"). 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").

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 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.

Also as 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.

Upon the consummation of the Transaction on December 29, 2023, the Company experienced a change in control. The Transaction and related transactions had the following consequences:

	●	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).

Effective 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.

Polomar Merger

On September 30, 2024, the transaction described in the Merger Agreement was completed and the merger was deemed effective. The Acquisition is considered a "reverse recapitalization" as the historical financial statements of Polomar, the accounting acquirer, have been substituted for the historical financial statements of Trustfeed. As a result of the Acquisition, the Company ceased commercializing the Pre-Existing Business.

On October 9, 2024, pursuant to the terms of the Merger Agreement, CWR 1, LLC, a shareholder of the Company, returned 50,000,000 shares of the Company's common stock for cancellation. Also, in October 2024, pursuant to the terms of the Merger Agreement, the Company issued an aggregate of 207,414,147 (pre-split) shares of its common stock to the former Polomar members in the Merger.

Pinata License

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 post-Acquisition.

FORHumanity Agreement

On March 11, 2025, Polomar Health Services, Inc., a Nevada corporation ("Company"), executed a Product Fulfillment and Distribution Agreement, effective on March 12, 2025, and as amended on March 17, 2025, (the "Agreement") with ForHumanity, Inc., a Delaware corporation ("ForHumanity") and Island Group 40, LLC ("IG4").

The Agreement, as amended, allows ForHumanity to exclusively market (through September 30, 2025), the Company's previously licensed, patent pending, inhalable sildenafil and inhalable sumatriptan. The Company shall be solely responsible for fulfilling valid prescriptions for these medications through our wholly owned subsidiary, Polomar Specialty Pharmacy, LLC ("Polomar"). IG4 provides account management services on behalf of the Company.

The Agreement incorporates the following material terms:

The license is for an initial term of three years and may be automatically renewed for additional terms pursuant to the Agreement, provided ForHumanity meets certain revenue commitments prior to the end of the initial term.

In exchange for a guaranteed payment of $750,000 the Company has granted exclusivity to market the products to potential customers through June 30, 2026. Exclusivity may be extended through June 30, 2026, provided ForHumanity provides at least $1,500,000 in sales revenue to the Company during the first quarter of 2026. The Agreement provides for additional exclusivity extensions upon ForHumanity meeting increased revenue goals to the Company.

Appointment of CFO

Effective April 10, 2025, the Company's Board of Directors appointed Charlie Lin, the Company's current Controller to the office of Treasurer and Mr. Lin shall additionally serve as the Company's Chief Financial Officer. Also, effective April 10, 2025, Mr. Tierney resigned his position as Treasurer and Chief Financial Officer.

Director Services Agreements

On May 7, 2025, the Company entered into a Board of Directors Services Agreement with David Spiegel, a director of the Company (the "DS Agreement"). The DS Agreement provides for Mr. Spiegel to receive $35,000.00 per annum, in the form of restricted shares of the Company's common stock as compensation for serving on the Company's Board. Mr. Spiegel was appointed to the Board on October 1, 2024, and his initial term shall end on October 16, 2025; therefore, Mr. Spiegel is entitled to fiscal compensation in the amount of $36,534. 0 and shall receive a total of 104,384 shares of restricted common stock pursuant to the terms of the DS Agreement. On June 25, 2025, the Company issued 70,784 shares of fully vested stock to Mr. Spiegel. The remaining stock compensation due Mr. Spiegel shall vest in equal monthly issuances of 8,400 shares through the end of his initial term on October 16, 2025.

On May 7, 2025, the Company entered into a Board of Directors Services Agreement with Gabe Del Virginia, a director of the Company (the "GDV Agreement"). The GDV Agreement provides for Mr. Del Virginia to receive $35,000.00 per annum, in the form of restricted shares of the Company's common stock as compensation for serving on the Company's Board. Mr. Del Virginia was appointed to the Board on July 18, 2024, and his initial term shall end on October 16, 2025; therefore, Mr. Del Virginia is entitled to fiscal compensation in the amount of $43,750.00 and shall receive a total of 125,000 shares of restricted common stock pursuant to the terms of the GDV Agreement. On May 15, 2025, the Company issued 91,688 shares of fully vested stock to Mr. Del Virginia. The remaining stock compensation due Mr. Del Virginia shall vest in equal monthly issuances of 8,333 shares through the end of his initial term on October 16, 2025.

On June 21, 2025, the Company entered into a Board of Directors Services Agreement with Terrence M. Tierney, a director of the Company (the "TMT Agreement"). The TMT Agreement provides for Mr. Tierney to receive $35,000.00 per annum, in the form of restricted shares of the Company's common stock as compensation for serving on the Company's Board. Mr. Tierney was appointed to the Board on March 21, 2024, and his initial term shall end on October 16, 2025; therefore, Mr. Tierney is entitled to fiscal compensation in the amount of $43,750 for the period March 21, 2024 through June 21, 2025 and shall be entitled to receive a total of 125,000 shares of restricted common stock pursuant to the terms of the TMT Agreement. For the period June 22, 2025, through October 16, 2025, Mr. Tierney shall receive additional compensation in the amount of $11,083.33 for continued service on the Board from June 22, 2025, through October 16, 2025. The remaining stock compensation due Mr. Tierney shall vest as follows: a) 8,333 shares on July 15, 2025, 7,695 shares on August 15, 2025, 7,819 shares on September 15, 2025, and 7,820 shares on October 16, 2035.

See Note 6 - Subsequent Events for additional information.

Results of Operations for the Six Months ended June 30, 2025, and June 30, 2024

Revenues

The Company had revenues of $10,011 for the six ended June 30, 2025, compared to revenues of $28,105 for the six months ended June 30, 2024. The decrease in revenues over the previous accounting period was primarily due to our post merger transition to an online business model.

Operating expenses, which consisted mainly of general and administrative expenses, increased to $985,755 for the six months ended June 30, 2025, from $364,179 for the six months ended June 30, 2024, an approximately 171% increase.

Our operating expenses for the six months ended June 30, 2025, consisted mainly of legal, professional and accounting fees of $116,897, amortization of $499,252 payroll of $163,724 and stock-based compensation of $109,231. In comparison, our operating expenses for the six months ended June 30, 2024, consisted mainly of legal and accounting fees associated with our SEC filings of $71,323 and payroll of $106,040.

Net Loss

We recorded a net loss of $1,062,418 for the six months ended June 30, 2025, as compared with a net loss of $351,210 for the six months ended June 30, 2024, in all cases as a result of the expenses incurred and insufficient revenues generated during the respective periods, as described further above.

Liquidity and Capital Resources

To date, we have not generated material revenues from operations. We have incurred losses since inception and negative cash flows from operating activities for all periods presented. As of June 30, 2025, we had total current assets of $93,054 and total current liabilities of $1,036,921. We had working capital of ($943,867) as of June 30, 2025, as compared with ($1,260,965) as of June 30, 2024.

We currently do not have sufficient cash to fund our operations for the next 12 months and we require additional working capital for ongoing operating expenses, which has been funded during the three-month period ended June 30, 2025, by related party loans. We anticipate adding consultants or employees for the corresponding operations of the Company, but this will not occur prior to obtaining additional capital.

Management is currently in the process of looking for additional investors. Currently, loans from banks or other traditional lending sources for lines of credit or similar short-term borrowings are not available to us. We have been able to raise working capital to fund operations through related party debt or through the issuance of our restricted common stock. The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated condensed 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 revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of June 30, 2025, the Company had $4,678 cash on hand and had an accumulated deficit of $3,973,581. For the six months ended June 30, 2025, the Company had a net loss of $1,062,418 and cash used in operations of $233,357. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year from the date of filing.

Over the next twelve months management plans to raise additional capital and to invest its working capital resources in its existing business and other potential business opportunities. However, there is no guarantee the Company will raise sufficient capital to continue operations. The condensed unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Cash Flows

Net cash used in operating activities was $(233,357) for the six months ended June 30, 2025, as compared with $(164,763) net cash used in operating activities for the six months ended June 30, 2024. The decrease in the net cash used in operating activities was due primarily to increased cash receipts prepaid.

Net cash used in investing activities was $0 for the six months ended June 30, 2025, as compared with $(80,232) net cash used in investing activities for the six months ended June 30, 2024. The decrease in the net cash used in investing activities was due to mainly to fewer purchases of durable equipment.

Financing activities provided $231,844 in cash for the six months ended June 30, 2025, as compared with $503,952 for the six months ended June 30, 2024. Our financing cash flow for 2024 and 2025 consisted mainly of proceeds from related party debt.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, 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.

In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03 Income statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2025-01 requires PBEs to adopt the amendments of ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted.

The Company has implemented all new accounting pronouncements that are in effect. 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.