UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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one): |
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Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For
Period Ended: |
September
30, 2025 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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For
the Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
POLOMAR
HEALTH SERVICES, INC.
Full
Name of Registrant
Former
Name if Applicable
32866
US Hwy. 19 N
Address
of Principal Executive Office (Street and Number)
Palm
Harbor, FL 34684
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| (b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and |
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| (c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not
be filed within the prescribed time period.
The
Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the disclosures required to
be included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Quarterly Report”),
primarily as a result of the Registrant’s inability, due to unexpected delays to complete the financial statements without undue
expense or effort. The Registrant is working diligently to complete the Q3 2025 Form 10-Q as soon as possible. The Registrant
expects to file within five calendar days hereof.
| SEC
1344 (04-09) |
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Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays a
currently valid OMB control number. |
(Attach
extra Sheets if Needed)
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
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Terrence
M. Tierney |
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(727)
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425-7575 |
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(Name) |
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(Area
Code) |
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(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s).
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Yes
☒ No ☐ |
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| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
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Yes
☒ No ☐ |
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
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On
June 28, 2024, the Registrant (then named Trustfeed Corp.), Polomar Acquisition, L.L.C.,
a Florida limited liability company, and wholly owned subsidiary of Trustfeed (“Merger
Sub”) and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”)
entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”),
pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub
will merge with and into Polomar, with Polomar continuing as the surviving company (the “Surviving
Company”) and a wholly owned subsidiary of the registrant (the “Merger”).
On September 30, 2024, the Merger and the other transactions described in the Merger Agreement
were consummated. The Merger is considered a “reverse recapitalization” as the
historical financial statements of Polomar, the accounting acquirer, have been substituted
for the historical financial statements of the registrant. As a result of the Merger, the
registrant ceased commercializing its business from prior to the Merger, and operates Polomar
Specialty Pharmacy, a State of Florida licensed retail compounding pharmacy.
The
Registrant had revenues of approximately $16,174 for the nine months ended September 30, 2025, compared to $37,954 for the
nine months ended September 30, 2024. The decrease in revenues over the previous accounting period was primarily due to the Registrant’s
change in its business as a result of the Merger and, more specifically, a transition from a retail to a wholesale business model.
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Operating
expenses, which consisted mainly of general and administrative expenses, increased to approximately
$1,618,886 for the nine months ended September 30, 2025, from approximately $632,217
for the nine months ended September 30, 2024. Operating expenses for the nine months
ended September 30, 2025, consisted mainly of legal and accounting fees associated
with the Registrant’s SEC filings and planned merger with Altanine, Inc. of
approximately $161,766, consulting fees of approximately $116,000, interest expense of $104,643
and payroll of approximately $255,816. In comparison, the Registrant’s operating
expenses for the nine months ended September 30, 2024, consisted mainly of legal and accounting
fees associated with the Registrant’s SEC filings of approximately $63,399 and
payroll of $103,950. |
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The
Registrant recorded a net loss of approximately $1,712,194 for the nine months ended September 30, 2025, as compared with a net
loss of approximately $622,544 for the nine months ended September 30, 2024, as a result of the expenses incurred and insufficient
revenues generated during the period, as described further above. |
POLOMAR
HEALTH SERVICES, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 14, 2025 |
By: |
/s/
Terrence M. Tierney |
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Terrence
M. Tierney |
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President |
