Polomar Health Services, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
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Item 4. Controls and Procedures
Item 4. Controls and Procedures Disclosure Controls and Procedures
We 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 June 30, 2026. This evaluation was carried out under the supervision and with the participation of our Interim Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2026, our disclosure controls and procedures were not effective: (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.
Material Weaknesses in Internal Control over Financial Reporting
Management concluded that the Company’s internal control over financial reporting was not effective due to the existence of the following material weaknesses:
Insufficient segregation of duties due to a limited number of accounting and finance personnel.
An insufficient complement of personnel possessing the appropriate level of accounting, financial reporting, and SEC reporting expertise necessary to ensure the timely preparation and review of financial statements and related disclosures in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”).
| ● | Limited independent oversight by the Board of Directors resulting from an insufficient number of independent directors. |
| ● | Inadequate documentation of accounting policies, internal control procedures, and corporate governance processes. |
| ● | Insufficient review controls over the preparation and review of financial statements, SEC filings, significant accounting estimates, and related disclosures. |
| ● | Inadequate employee and director training regarding internal controls, corporate governance, ethics, and compliance responsibilities. |
| ● | Limited monitoring activities to assess whether internal controls were operating effectively on an ongoing basis. |
These material weaknesses could result in a reasonable possibility that a material misstatement of the Company’s financial statements would not be prevented or detected on a timely basis.
Remediation of Material Weaknesses
As of July 1, 2026, the Company initiated a number of actions intended to remediate the material weaknesses described above.
| ● | The Company strengthened its senior management team by appointing an Executive Director and hiring a Chief Financial Officer with significant experience serving as the chief financial officer of several public companies. The Company also retained its existing Controller. These actions enhance the Company’s financial reporting capabilities and improve segregation of duties within the accounting and finance function. |
| ● | The Company hired a General Counsel who also serves as Corporate Secretary, strengthening the Company’s legal, regulatory compliance, corporate governance, and contract administration functions. |
| ● | The Company increased the number of independent directors serving on its Board of Directors from two to five, thereby enhancing the independence of Board oversight and strengthening the Company’s governance structure. |
In addition, the Company updated and formalized its written corporate governance policies and procedures, including accounting policies, internal control documentation, approval authority matrices, disclosure controls and procedures, and financial reporting processes. The Company also implemented formal training programs for employees and directors covering internal control responsibilities, financial reporting, SEC compliance, corporate governance, ethics, and related compliance matters.
Management believes these actions significantly strengthen the Company’s control environment by improving segregation of duties, enhancing financial reporting expertise, strengthening legal and governance oversight, formalizing key control activities, and promoting a culture of compliance and accountability throughout the organization.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended June 30, 2026, that have materially affected, or are reasonable likely to affect, our internal control over financial reporting.
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