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: |
March
31, 2026 |
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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 financial
statements required to be included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the
“Quarterly Report”). The Company is working diligently to complete the financial statements for the fiscal
quarter ended March 31, 2026, and the quarterly report as soon as possible.
| 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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The
registrant had revenues of approximately $1,005,519 for the three months ended March 31, 2026, compared to $4,542 for the
three months ended March 31, 2025. The increase in revenues over the previous accounting period was primarily due to
the registrant’s change from a retail to a wholesale business model with a significant increase in fulfillment of sterile compounded
drug prescriptions. |
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Operating
expenses, which consisted mainly of general and administrative expenses, increased to approximately $575,850 for the three
months ended March 31, 2026, from approximately $398,836 for the three months ended March 31, 2025. Operating expenses for
the three months ended March 31, 2026, consisted mainly of shipping expenses of approximately $276,379, payroll of approximately
$188,889, and legal and accounting fees associated with the registrant’s SEC filings and planned merger with Altanine,
Inc. of approximately $66,892. In comparison, the registrant’s operating expenses for the three months ended March 31, 2025,
consisted mainly of legal and accounting fees associated with the registrant’s SEC filings of approximately $63,399, consulting
fees of approximately $48,000 and payroll of approximately $67,568. |
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The
registrant recorded a net loss of approximately $25,379 for the three months ended March 31, 2026, as compared with
a net loss of approximately $415,408 for the three months ended March 31, 2025, 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: |
May
18, 2026 |
By: |
/s/
Terrence M. Tierney |
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Terrence
M. Tierney |
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President |
