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Polomar Health Services, Inc.

For the period ended Dec 31, 2025. Filed May 6, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed May 6, 2026

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What changed in Management’s Discussion and Analysis?

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Previous report: 10-K

Period ended 2024-12-31; filed 2025-05-22.

0001641172-25-012070

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

Current report: 10-K

Period ended 2025-12-31; filed 2026-05-06.

0001493152-26-021488

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 32 previous paragraphs and 67 current paragraphs.

18 unchanged; 12 reworded; 37 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (37)

Current report

Prior to the September 30, 2024 merger between the Company and Polomar 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 treatment of acne, alopecia areata, basal cell carcinoma, Becker’s nevus, vitiligo, and other common skin conditions, were primarily fulfilled on behalf of local dermatologists with limited 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 a limited basis, fulfilled prescriptions for sterile compounded GLP-1 agonists for subcutaneous injection. On September 26, 2025, the 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 on-line clinics. Polomar began fulfilling prescriptions for CareValidate on October 6, 2025, and we have received and expect to continue to receive revenue from this customer.

Current report

Polomar 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.

Current report

The Company 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 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 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, on February 17, 2026, the USPTO issued a Notice of Allowance of the SlimRx trademark (SeeNote 8 – Subsequent Events).

Current report

The Company faces strong competition in the on-line prescription fulfillment marketplace, particularly for GLP-1 agonist weight loss drugs and erectile dysfunction formulations as industry leaders Hims/Hers and Ro currently control a significant market share for these drugs. Hims/Hers and Ro currently dispense their GLP-1 drugs (semaglutide and tirzepatide) via traditional drug vials and use of a syringe requiring the patient to manually fill the syringe with the drug prior to injection. We believe our pre-filled injection pen system will provide an easier, better, and more comfortable user experience thereby providing us a potential marketing advantage.

Current report

Eli Lily and Company, the manufacturer of Mounjaro and Zepbound (Tirzepatide) competes directly with us through Lilly Direct, an online platform that delivers prescribed medications directly to the patient. Based on publicly available information, we believe that where both Mounjaro and Zepbound can cost more than $1,100 per month when fulfilled by a traditional pharmacy, as of August 27, 2025, Lilly Direct is offering Zepbound directly to the customer at between $399 and $549 (depending on dose prescribed) per month, a significant discount over local pharmacies. This discounted medication is delivered to the patient by Lilly Direct in single use vials with a syringe instead of an injector pen. This requires the patient to manually measure and fill the syringe prior to injection. We expect that our pre-filled injection pens will be a more attractive delivery system for most patients, and we will be competitive on pricing.

Current report

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 treatment of dermatological conditions. While both Hims/Hers and Ro presently have a significant marketing advantage over us, we believe that our integrated platform delivering telemedicine to patients and directly fulfilling prescription may provide an advantage and is likely to provide better margins on the products we sell.

Current report

Our direct competition 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.

Current report

The Company manufactures all sterile compounded injectable drugs at Polomar 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.

Current report

Polomar Pharmacy operates pursuant to the guidelines established pursuant to Section 503A –Pharmacy Compounding of the Food, Drug and Cosmetics Act (21 U.S.C. Chapter 9). Section 503A provides guidance to compounding pharmacies but does not 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 aCommunity Pharmacypursuant to Fla. Stat., Chapter 465.018. Polomar Pharmacy holds sterile (#PH35277) and non-sterile (# PH35196) permits issued by the Florida Board of Pharmacy. Polomar Pharmacy is subject to semi-annual onsite equipment inspections by inspectors 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.

Current report

The Company’s intangible intellectual property includes rights acquired to manufacture and distribute inhaled sildenafil and other inhaled drug formulations, metformin gummies and oral GLP-1 agonists pursuant to a certain license between the Company and Pinata, Inc. as more fully described herein below.

Current report

On August 13, 2024, as amended on November 8, 2024, Polomar Pharmacy entered into a Promissory Note and Loan Agreement with Reprise Management, Inc. (“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 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 “2 nd 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.

Current report

Effective 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.

Current report

The initial interest rate shall be 12% APR accruing on a calendar quarterly basis. In 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 theWall Street Journal – Money Ratesplus 7%.

Current report

On September 17, 2025, the Company and CWR executed an amendment to the CWR Note II (the “CWR II First Amendment”). The CWR II First Amendment increased the principal amount that the Company may draw upon by $150,000 (the “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. The Company may only utilize CWR II Additional Principal for costs associated with the manufacturing and testing of its inhalable sildenafil product. The CWR II Additional Principal shall be subject to a 3% discount per draw. All other material terms of CWR Note II remain unchanged.

Current report

As of December 31, 2025, the CWR Note II had an outstanding principal balance, including accrued interest of $62,539.37.

Current report

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.

Current report

On November17, 2025, the Company and Profesco Holdings executed an amendment to the Profesco Note (the “Profesco First Amendment”). The Profesco First Amendment increases the principal amount that the Company may draw upon by $100,000 (the “Profesco Additional Principal”) to $200,000. The Profesco Additional Principal shall be subject to a 3% discount per draw. All other material terms of the Profesco Note remain unchanged.

Current report

Recent 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 material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

Current report

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)2024-03,Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01,Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, for public business entities only. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

Current report

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 is currently evaluating the effect of this pronouncement on its disclosures.

Current report

In May 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.

Current report

In July of 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Losses. This ASU update provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The Company is currently evaluating the effect of this pronouncement on its disclosures.

Current report

In 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.

Current report

In September 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. This 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.

Current report

In November of 2025, the FASB issued ASU 2025-08, Financial Instruments-Credit Losses (Topic 326), Purchased Loans. This ASU expands the population of acquired financial assets subject to the gross-up approach in Topic 326. Specifically, loans (other than credit cards) acquired without credit deterioration and deemedseasonedarepurchase seasoned loansand accounted for using the gross-up approach at acquisition. The Company had not engaged in any purchased loan transactions and does not presently anticipate doing so.

Current report

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.

Current report

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.

Current report

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

Current report

In December of 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU addresses issues to refine U.S. GAAP, including clarifying diluted EPS calculations during losses, refining derivative scope, correcting technical errors in financial statement descriptions, 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.
Removed paragraphs (2)

Previous report

The Company also owns SlimRx TM (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 (VitaSlim TM and VitaSlim Plus TM). 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 PoloMeds TM (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.

Previous report

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.
Reworded paragraphs (12)

Previous wording

We operate Polomar Specialty Pharmacy, LLC, 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 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. 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 early 2025.

Current wording

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.

Previous wording

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.

Current wording

An integral part of the Company’s business model is to provide prescription fulfillment services to third party web based tele-health platforms. The Company has executed a contract with ForHumanity Health, 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 terms of the respective agreements will be fulfilled by 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.

Previous wording

The Company had revenues of $58,824 for the fiscal year ended December 31, 2024, as compared with $41,844 in revenue for the fiscal year ended December 31, 2023. The revenue in 2023 was from pharmacy operations. The Company does not expect to have significant revenues until it is able to raise capital to increase the distribution and demand for our database and services. If the Company is able to obtain funding, it plans to engage in partnerships with larger marketing agencies and influencers to create attention to the Company’s platform.

Current wording

The Company had revenues of $648,231 for the fiscal year ended December 31, 2026, as compared with $58,824 in revenue for the fiscal year ended December 31, 2025. The revenue in 2025 was from pharmacy operations and guaranteed contractual payments. The Company does not expect to have significant revenues and recurring revenues until it is able to raise capital to increase the distribution and demand for our services. If the Company is able to obtain funding, it plans to engage in partnerships with larger marketing agencies and influencers to create attention to the Company’s prescription fulfillment platform.

Previous wording

Operating expenses increased to $1,330,399 for the fiscal year ended December 31, 2024, from $478,382 for the fiscal year ended December 31, 2023. 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.

Current wording

Operating expenses increased to $11,161,203 for the fiscal year ended December 31, 2025, from $1,330,399 for the fiscal year ended December 31, 2025. Our operating expenses for the fiscal year ended December 31, 2025, consisted mainly of accelerated amortization of $9,735,375, payroll in the amount of $465,914, legal, SEC filing fees and accounting fees of $212,514, incurred in connection with the pending merger with Altanine, COGS of 188,132, consulting fees of $185,414, and pharmacy operations of $172,074. In comparison, 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, and consulting fees of $130,399.

Previous wording

We had other expenses of $41,837 for 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.

Current wording

We had 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.

Previous wording

We recorded a net loss of $1,341,333 for the fiscal year ended December 31, 2024, as compared with a net loss of $587,997 for the fiscal year ended December 31, 2023.

Current wording

We recorded a net loss of $10,701,105 for the fiscal year ended December 31, 2025, as compared with a net loss of $1,341,333 for the fiscal year ended December 31, 2024.

Previous wording

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.

Current wording

As of December 31, 2025, we had total current assets of approximately $355,096 and total current liabilities of $1,600,110. We had a working capital deficit of $1,245,014, as compared to working capital deficit of $1,260,965 as of December 31, 2024.

Previous wording

Net cash used by operating activities was $1,019,787 for the fiscal year ended December 31, 2024, as compared with $534,307 cash used for the fiscal year ended December 31, 2023. Our negative operating cash flow for both periods was a result of our net losses, as adjusted to reconcile net loss to net cash provided by operating activities.

Current wording

Net cash used by operating activities was $395,995 for the fiscal year ended December 31, 2025, as compared with $1,019,787 cash used for the fiscal year ended December 31, 2024. Our negative operating cash flow for both periods was a result of our net losses, as adjusted to reconcile net loss to net cash provided by operating activities.

Previous wording

Financing activities provided $1,108,063 in cash for the fiscal year ended December 31, 2024, as compared with $317,496 for the fiscal year ended December 31, 2023. Our positive financing cash flow for 2024 mainly consisted of advances from the proceeds of related party promissory notes.

Current wording

Financing activities 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.

Previous wording

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.

Current wording

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, 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 operations 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.

Previous wording

Over the next twelve months management plans to raise additional capital and to invest its working capital resources in sales and marketing in order to increase the distribution and demand for its platform database. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations. If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations, the Company may be forced to scale back or discontinue its sales and marketing efforts. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Current wording

Over the next twelve months management plans to raise additional capital and to invest its working capital resources in additional equipment in order to increase manufacturing capacity and additional sales and marketing initiatives to increase distribution and demand for its products. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations. If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations, the Company may be forced to scale back or discontinue its sales and marketing efforts. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Previous wording

We currently do not have sufficient cash to fund our operations for the next 12 months and we will require working capital for sales and marketing in order to increase the distribution and demand for our database and marketing of our platform, and to pay for ongoing operating expenses. We anticipate adding consultants for technology development and 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 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. As of December 31, 2024, we have an accumulated deficit of $2,911,163.

Current wording

We currently do not have sufficient cash to fund our operations for the next 12 months and we will require working capital for equipment and marketing in order to increase the manufacturing and distribution capacity for our products, and to pay for ongoing operating expenses. Management is currently in the process of looking for additional investors. Currently, loans from banks or other 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 newly designated series of preferred stock. As of December 31, 2025, we have an accumulated deficit of $13,612,268.