SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended | |||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||
| Basis of Presentation | Basis of Presentation
The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the period presented have been reflected herein.
It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement’s presentation. The results for the interim period are not necessarily indicative of the results expected for the year.
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| Consolidation | Consolidation
The financial statements include the accounts of the Company and its 100% wholly owned subsidiary, Polomar Specialty Pharmacy, LLC. All significant intercompany balances and transactions have been eliminated.
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| Going Concern and Liquidly | Going Concern and Liquidly
Liquidity refers to the Company’s ability to meet anticipated cash demands, including funding operations, servicing contractual obligations, and covering other routine business expenditures. Our primary cash outflows include operating costs and general business expenditures. The main source of our liquidity continues to be cash inflows generated from operational performance.
Under Accounting Standards Codification “ASC”, ASC 205-40, Presentation of Financial Statements, Going Concern, management is required to evaluate at each annual and interim reporting period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued, and, if substantial doubt is raised, whether our plans to mitigate those conditions, when considered in the aggregate, alleviate that doubt.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the 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 sufficient income and has historically depended on notes or equity to fund operations. As of June 30, 2026, the Company has an accumulated deficit of $13,526,169. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date of filing of the 10-Q.
Management’s plans are to raise additional capital, explore potential business opportunities and to increase revenue. However, there is no assurance that the Company will raise sufficient capital to continue operations or be on acceptable terms. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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| Use Of Estimates | Use Of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
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| Cash and Cash Equivalents. | Cash and Cash Equivalents.
Cash consists of deposits maintained at a single financial institution. The Company did not hold any cash equivalents as of June 30, 2026, or December 31, 2025. Cash equivalents are defined as highly liquid investments with original maturities of three months or less at the date of purchase that are readily convertible to known amounts of cash.
The Company’s cash is maintained with a well-established financial institution. Management believes the credit risk associated with these deposits is minimal and has not experienced any losses related to these accounts.
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| Inventory | Inventory
Inventory consists primarily of finished goods, work in process, and raw materials and is stated at the lower cost or net realizable value. Cost is determined using the weighted-average cost method, if applicable) management periodically reviews inventory for excess, obsolete, or slow-moving items and records reserves to reduce the carrying value of such inventory to its estimated net realizable value. Such estimates are based on historical usage, future demand, market conditions, and other factors. As of June 30, 2026 and December 31, 2025, there is no inventory reserve. As of June 30, 2026 and December 31, 2025, the Company’s inventory consists of raw materials.
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| Earnings Per Share |
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. In calculating net income (loss) attributable to common stockholders, dividends declared or accrued on the Series A convertible preferred stock (the “Series A Preferred”), including dividends payable in kind “PIK”, are deducted from net income (loss) attributable to the Company’s common stockholders.
PIK dividends represent dividends declared on the Company’s preferred stock that are satisfied through the issuance of additional shares of the Series A Preferred rather than through the payment of cash. PIK dividends are included in the calculation of income (loss) attributable to common stockholders in the period in which they are declared or accrued for, consistent with the terms of the Series A Preferred.
Accordingly, accrued cash dividends and PIK dividends reduce income (loss) available to common stockholders for purposes of calculating basic and diluted EPS, as applicable. PIK dividends do not represent a current-period cash outflow but increase the carrying amount and/or number of shares of the applicable preferred stock in accordance with the terms of the Series A Preferred.
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| Revenue Recognition | Revenue Recognition
The Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the ASC 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Revenue from the sale of goods is recognized when all the following conditions are satisfied:
Revenue from the sales of goods is recognized when all the following conditions are satisfied:
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| Fair Value Measurements | Fair Value Measurements
The Company utilizes the fair value hierarchy to apply fair value measurements. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair values that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below:
Level 1: Quoted prices for identical assets or liabilities in active markets.
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3: Valuations derived from techniques in which one or more significant inputs are unobservable.
As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.
The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized, or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximate the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements as June 30, 2026, and December 31, 2025.
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| Income Taxes | Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. The income tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items recognized in the period in which they occur.
As of June 30, 2026 and December 31, 2025, the Company continued to maintain a full valuation allowance against its net deferred tax assets, as management concluded that it is more likely than not that these deferred tax assets will not be realized. The assessment of the need for a valuation allowance requires management to evaluate all available positive and negative evidence, including the Company’s history of operating results, cumulative losses in recent years, expectations of future taxable income, the reversal of existing temporary differences, and available tax planning strategies.
Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), a corporation that undergoes an “ownership change,” generally defined as a cumulative increase of more than 50 percentage points in the stock ownership of 5% shareholders within a rolling three-year period may have its ability to utilize pre-change net NOL carryforwards and certain other tax attributes significantly limited on an annual basis. The Company has not performed a Section 382 limitations analysis.
The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of June 30, 2026, and December 31, 2025, the Company did not have any uncertain tax positions.
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| Segment Reporting | Segment Reporting
The Company operates as one reportable segment as a Plomar Specialty Pharmacy, LLC under ASC 280, Segment Reporting. The chief decision maker “CODM”, the Company’s Interim Chief Executive Officer, reviews financial information performance primarily using operating income (loss), which is consistent with the presentation in the Company’s consolidated statements of operations. The CODM monitors revenues and operating expenses by segment for purposes of strategic decision-making and resource allocation, including the evaluation of the timing and amount of future investment in, or development of, the Company’s products. The expense categories reviewed by the CODM are consistent with those presented in the consolidated statements of operations.
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| Concentration | Concentration
The Company’s revenue is highly concentrated with a single customer located in the United States. This customer accounted for 100% of the Company’s total revenue for the three and six months ended June 30, 2026, and June 30, 2025, respectively.
As of June 30, 2026, one customer accounted for 100% of the Company’s total accounts receivable and as of December 31, 2025, two customers accounted for 100% of the Company’s total accounts receivable.
The Company relies on four primary vendors, providing the following services and purchases:
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| Adopted Accounting Pronouncements | Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures, primarily through expanded annual disclosures related to the rate reconciliation and income taxes paid. The amendments require entities to disclose additional information about specific categories of reconciling items and provide greater disaggregation of income taxes paid, including taxes paid to federal, state, and foreign jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted the provisions of ASU 2023-09 for the year ended December 31, 2025. The adoption of this guidance did not have a material impact on the Company’s financial statements, other than the required additional income tax disclosures.
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. This ASU is effective for annual reporting periods beginning after December 15, 2025. The Company adopted this standard prospectively and the adoption did not have an impact on its unaudited condensed consolidated financial statements.
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements
Recent accounting pronouncements issued by the FASB, 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 financial statement presentation or disclosures.
In November 2024, the FASB issued 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. 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. Management is currently evaluating the effect of this pronouncement on its disclosures.
In December of 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements. This ASU consolidates required interim disclosures into a single, accessible list within ASC 270. This ASU applies to interim reporting periods within annual reporting periods beginning after December 15, 2027. Management is currently evaluating the effect of this pronouncement on its disclosures.
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. This ASU applies to fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Management is currently evaluating the effect of this pronouncement on its disclosures.
In January of 2026, the FASB issued ASU 2026-1, Equity (Topic 505) Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. This ASU addresses how an issuer should initially measure paid-in-kind (PIK) on equity-classified preferred stock. The amendments in this update require that PIK dividends in equity-classified preferred stock be initially measured on the PIK dividend rate stated in the Series A Preferred agreement. This ASU is effective for annual reporting periods beginning after December 15, 2026. The Company will adopt the provisions of this ASU beginning with annual report as of the period ending on December 31, 2026. |