TRFE Trustfeed Corporation (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 30, 2024

 

Polomar Health Services, Inc.

(Name of registrant in its charter)

 

Nevada		000-56555		86-1006313
(State or jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File Number)		Identification No.)

 

10940 Wilshire Boulevard, Suite 1500

Los Angeles, CA 90024

(Address of principal executive offices)

 

212-245-3413

(Registrant’s telephone number)

 

Trustfeed Corp.

10940 Wilshire Boulevard, Suite 705

Los Angeles, CA 90024

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A is being filed by Polomar Health Services, Inc., formerly known as Trustfeed Corp., a Nevada corporation (the “Company,” “we,” “us,” or “our”), to amend the Current Report on Form 8-K we filed on October 4, 2024 (the “Original Report”) to provide the disclosures required by Item 9.01 of Form 8-K that were previously omitted from the Original Report as permitted by Item 9.01(a)(4) of Form 8-K. Except as provided herein, the disclosures made in the Original Report remain unchanged.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

On September 30, 2024, the Company completed its acquisition of Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”), whereby, among other things, the Company acquired 100% of Polomar in exchange for the issuance of shares of the Company’s common stock, and Polomar became the wholly-owned subsidiary of the Company (the “Acquisition”).

 

We filed the Original Report describing the Acquisition and other, related matters on October 4, 2024, and we are now filing this amendment to include the historical financial statements and pro forma financial information required by Item 9.01 of Form 8-K.

 

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

 

(a) Financial Statements of Businesses Acquired.

 

In accordance with Item 9.01(a), Polomar’s audited financial statements for the period from April 26, 2023 (inception) through December 31, 2023, and its unaudited financial statements for and as of the three and six months ended June 30, 2024 is filed as Exhibit 99.1 and 99.2, respectively, to this Report and is incorporated herein by reference.

 

(b) Pro forma financial information.

 

See the Unaudited Pro Forma Combined Balance Sheets as of June 30, 2024 and Pro Forma Combined Statements of Operations for the six months ended June 30, 2024 and the year ended December 31, 2023, which is filed as Exhibit 99.3 to this Report and is incorporated herein by reference.

 

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K/A:

 

Exhibit Number		Description of Document
2.1		Contribution Agreement, dated September 14, 2021 (3)
2.2		Agreement and Plan of Merger and Reorganization, dated June 28, 2024, by and among Trustfeed Corp., Polomar Acquisition, L.L.C. and Polomar Specialty Pharmacy, LLC (5)
3.1		Articles of Incorporation, dated September 14, 2000 (1)
3.2		Certificate of Amendment, dated July 24, 2003 (1)
3.3		Certificate of Change, dated April 27, 2010 (2)
3.4		Certificate of Amendment, dated May 3, 2011 (3)
3.5		Certificate of Amendment, dated March 6, 2019 (3)
3.6		Certificate of Amendment, September 23, 2021 (3)
3.7		Certificate of Change, September 23, 2021 (3)
3.8		Certificate of Amendment, dated November 7, 2022 (3)
3.9		Amended and Restated Articles of Incorporation, dated October 10, 2024 (9)
4.2		Bylaws (1)
10.1*		Professional Services Agreement, dated March 21, 2024, by and among Trustfeed Corp., Terrence M. Tierney and Profesco, Inc.(4)
10.2		Know How and Patent License Agreement, dated as of June 29, 2024, between Trustfeed Corp. and Pinata Holdings, Inc.(6)
10.3		Promissory Note and Loan Agreement (7)
10.4*		2024 Equity and Incentive Compensation Plan (8)
14.1		Code of Ethics (3)
21.1+		Subsidiaries of the Registrant
23.1		Consent of Auditors
99.1		Audited Financial Statements of Polomar
99.2		Unaudited Interim Financial Statements of Polomar
99.3		Unaudited Pro Forma Financial Statements
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*	Indicates management contract or compensatory plan or arrangement
+	Previously filed
(1)	Incorporated by reference to Registration Statement on Form S-1 filed July 21, 2008
(2)	Incorporated by reference to the Registration Statement on 8-K filed with the Securities and Exchange Commission on June 10, 2010
(3)	Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023
(4)	Incorporated by reference to the Current Report on Form 8-K filed March 25, 2024
(5)	Incorporated by reference to the Current Report on Form 8-K filed July 2, 2024
(6)	Incorporated by reference to the Current Report on Form 8-K filed July 5, 2024
(7)	Incorporated by reference to the Current Report on Form 8-K filed August 21, 2024
(8)	Incorporated by reference to Appendix B to the Definitive Schedule 14C Information Statement of the Company filed on August 1, 2024
(9)	Incorporated by reference to the Current Report on Form 8-K filed October 17, 2024

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

	POLOMAR HEALTH SERVICES, INC.
Date: October 25, 2024	By:	/s/ Terrence M. Tierney
	Name:	Terrence M. Tierney
	Title:	President and Chief Financial Officer

 

 

Exhibit 23.1

 

 

To the Board of Directors of Polomar Health Services, Inc.

 

We hereby consent to the incorporation of our audit report on the financial statements of Polomar Specialty Pharmacy LLC for the period ended December 31, 2023, dated August 12, 2024, included in Polomar Health Services, Inc.’s (f.k.a. Healthmed Services, Ltd. and Trustfeed Corp.) Amendment No. 1 to Form 8-K under the Securities Act of 1934 dated October 25, 2024.

 

/s/ GreenGrowthCPAs

 

October 25, 2024

 

We have served as the Company’s auditor since 2023

Los Angeles, California

 

PCAOB ID Number 6580

 

 

 

Exhibit 99.1

 

POLOMAR SPECIALTY PHARMACY LLC

 

AUDITED FINANCIAL STATEMENTS

 

FOR THE PERIOD FROM APRIL 26TH, 2023 (INCEPTION) THROUGH DECEMBER 31, 2024

 

 

Table of Contents

 

		Page
Report of Independent Registered Public Accounting Firm		2
Balance Sheet as of December 31, 2023		3
Statements of Operations for the fiscal year ended December 31, 2023		4
Statements of Members’ Deficit for the fiscal year ended December 31, 2023		5
Statements of Cash Flows for the fiscal year end December 31, 2023		6
Notes to Financial Statements		7-10

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Members and Managers of

Polomar Specialty Pharmacy LLC.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of Polomar Specialty Pharmacy LLC (the “Company”) as of December 31, 2023, the related statements of operations, changes in members’ deficit and cash flows for the period from April 26, 2023 (inception) through December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the period from April 26, 2023 (inception) through December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company’s business plan is dependent on the completion of a business combination. The Company’s cash and working capital as of December 31, 2023 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

August 12, 2024

We have served as the Company’s auditor since 2023.

Los Angeles, California

PCAOB ID Number 6580

 

 

POLOMAR SPECIALTY PHARMACY LLC

BALANCE SHEET

DECEMBER 31, 2023

 

ASSETS
Current assets
Cash		$	8,564
Inventory			3,460
Total current assets			12,024
Other assets
Operating lease - right-of-use asset, net			81,664
Non-compete agreement, net			4,167
Security deposit			9,000
Total other assets			94,831
Total assets		$	106,855
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities
Accounts payable		$	25,681
Operating lease - current liability			32,484
Short-term debt due related parties			30,507
Total current liabilities			88,672
Long-term liabilities
Operating lease - long-term liability			49,180
Total liabilities			137,852
Members’ deficit
Members’ deficit			140,500
Accumulated deficit			(171,497	)
Total members’ deficit			(30,997	)
Total liabilities and members’ deficit		$	106,855

 

The accompanying notes are an integral part of the financial statements.

 

 

POLOMAR SPECIALTY PHARMACY LLC

STATEMENT OF OPERATIONS

For the period from April 26^th, 2023 (inception) through December 31, 2023

 

Revenue		$	41,844
Cost of Goods Sold			4,294
Gross Profit			37,550
Operating expenses
General and administrative			185,422
Sales and marketing			23,220
Total operating expenses			208,642
Loss from operations			(171,092	)
Total other income (expense)			(405	)
Net loss		$	(171,497	)

 

The accompanying notes are an integral part of the financial statements.

 

 

POLOMAR SPECIALTY PHARMACY LLC

STATEMENTS OF MEMBERS’ DEFICIT

For the period from April 26^th, 2023 (inception) through December 31, 2023

 

		Members’				Accumulated
		Equity				Deficit				Total
April 26, 2023 (inception)		$	-							$	-
Capital contributions			140,500								140,500
Net loss							(171,497	)			(171,497	)
Balance, December 31, 2023		$	140,500			$	(171,497	)		$	(30,997	)

 

The accompanying notes are an integral part of the financial statements.

 

 

POLOMAR SPECIALTY PHARMACY LLC

STATEMENT OF CASH FLOWS

For the period from April 26^th, 2023 (Inception) through December 31, 2023

 

Cash Flows from Operating Activities
Net loss		$	(171,497	)
Adjustments to reconcile net loss to net cash used in operating activities:			-
Amortization			5,833
Fixed asset impairment loss		$	41,903
Changes in assets and liabilities
Inventory			(3,460	)
Security deposits			(9,000	)
Accounts payable			25,681
Net cash used in operating activities			(110,540	)
Cash flows from investing activities
Purchases of property and equipment			(41,903	)
Purchases of other assets and other intangible assets			(10,000	)
Net cash used in investing activities			(51,903	)
Cash Flows from Financing Activities
Proceeds from short-term borrowings			30,507
Proceeds from capital contributions by members			140,500
Net cash from financing activities			171,007
Net increase in cash			8,564
Cash, beginning of period			-
Cash, end of period		$	8,564
Supplemental disclosure of cash flow information
Cash paid for interest			405
Cash paid for taxes			-

 

The accompanying notes are an integral part of the financial statements.

 

 

Notes to Financial Statements

 

1.

The Company and Business Activities

 

Polomar Specialty Pharmacy LLC, (the “Company”), was formed as a Florida corporation in April 2023. The Company is a compound pharmacy, licensed in several stores to sell and produce pharmaceuticals.

 

2.

Liquidity and Going Concern Uncertainty

 

As of December 31, 2023, cash totaled $8,564 and the Company had an accumulated deficit of $171,497. For the year ended December 31, 2023, the Company used $110,540 in operations.

 

Currently, the Company’s principal sources of cash have included proceeds from owners’ contributions. The Company expects that the principal uses of cash in the future will be for continuing operations, sales and marketing and general working capital requirements. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements 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 may result from the possible inability of the Company to continue as a going concern.

 

Management’s Plan to Continue as a Going Concern

 

In order to continue as a going concern, the Company will need to grow sales and capital injections from holding company. Until the Company can generate significant cash from operations, management’s plans to obtain such resources for the Company include revenue growth and expense reductions from synergy with holding company’s other subsidiaries, proceeds from offerings of the holding company’s equity securities or debt, or transactions involving product development, technology licensing or collaboration. Management can provide no assurance that any sources of a sufficient amount of financing will be available to the Company on favorable terms, if at all. Management is currently in the process of seeking additional equity financing, however management’s current plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

 

3.

Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

 

Emerging Growth Company

 

The Company is an “emerging growth company, with annual revenue less than $1.235 billion, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

 

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of financial statements 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 expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments, including those related to useful lives of long-lived assets, accrued research and development expenses and estimated fair values of equity instruments. The Company bases its estimates on various assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

 

Revenue Recognition

 

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

 

Identification of the Contract: A contract exists with the customer that defines the rights and obligations of both parties.

 

Identification of Performance Obligations: The performance obligations under the contract are identified. A performance obligation is a promise to transfer goods to the customer. Determination of Transaction Price: The transaction price is determined based on the consideration to which the company expects to be entitled in exchange for transferring goods to the customer. Allocation of Transaction Price: The transaction price is allocated to each performance obligation based on its standalone selling price.

 

Recognition of Revenue: Revenue is recognized when control of the goods is transferred to the customer, which generally occurs at a point in time when the goods are shipped or delivered and the customer obtains legal title. For contracts that include multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. If the standalone selling price is not observable, the company estimates it using appropriate valuation techniques.

 

Contract Balances

 

The company recognizes a contract liability when consideration is received or receivable from the customer before transferring goods. Contract liabilities are subsequently recognized as revenue when the company satisfies its performance obligations.

 

Sales Returns

 

Provisions for sales returns are recorded based on historical experience and are reflected as a reduction of revenue at the time of sale.

 

Cost of Goods Sold (COGS):

 

Recognition of Cost of Sales: Cost of Goods Sold includes all direct costs attributable to the production of goods sold during the reporting period. These costs comprise direct materials, direct labor, and overhead costs directly attributable to the production process.

 

 

Direct Costs: Direct materials and direct labor costs are recognized when the goods are manufactured or purchased and are included in the cost of inventory. Overhead costs are allocated based on a consistent and rational allocation method.

 

Recognition of Cost of Sales: Cost of goods sold is recognized when the related revenue is recognized.

 

General Expenses:

 

	1.	Recognition of Expenses: General expenses comprise all costs not directly attributable to the production of goods or services. These include administrative expenses, selling expenses, and other operating expenses necessary to support the business operations.
	2.	Recognition Principle: Expenses are recognized in the income statement in the period in which the goods or services are consumed or when the expense is incurred, regardless of when the related cash outflow occurs.
	3.	Depreciation and Amortization: Depreciation of non-production assets, such as office equipment, and amortization of intangible assets not directly related to production, are recognized over their estimated useful lives using the straight-line method.
	4.	Recognition of Interest and Taxes: Interest expenses are recognized as incurred, using the effective interest rate method where applicable. Income taxes are recognized based on applicable tax laws and regulations.
	5.	Contingent Liabilities: Contingent liabilities are recognized when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

 

Cash & Cash Equivalents

 

The Company places its cash with reputable financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. At times, deposits held may exceed the amount of insurance provided by the FDIC. The Company has not experienced any losses in its cash and believes they are not exposed to any significant credit risk.

 

Fair Value Measurement

 

The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company believes the carrying amount of cash, accounts payable, accrued expenses and debt approximate their estimated fair values due to the short-term maturities of these financial instruments.

 

Inventory

 

Inventories are stated at the lower of cost or market, with cost determined on an average-cost basis. Inventory includes raw materials and finished goods of $3,460 as of December 31, 2023.

 

Fixed Assets

 

Fixed assets consist of furniture, fixtures and equipment. Fixed assets are stated at cost less accumulated depreciation. Additions, improvements, and major renewals are capitalized. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation is determined using the straight-line method over the estimated useful lives of the assets, which is primarily five years. There is no depreciation expense of fixed assets for the period ended December 31, 2023 since they are fully impaired to $0 value.

 

 

Leases

 

The Company calculates operating lease liabilities with a risk-free discount rate, using a comparable period with the lease term. All lease and non-lease components are combined for all leases. Lease payments for leases with a term of 12 months or less are expensed on a straight-line basis over the term of the lease with no lease asset or liability recognized.

 

The following summarizes the line items in the balance sheet which include amounts for operating leases as of December 31, 2023.

 

		2023
Operating lease right-of-use assets		$	99,806
Accumulated amortization			(18,142	)
Net of operating lease right-of-use assets		$	81,664
Operating lease - current liability		$	32,484
Operating lease - long-term liability			49,180
Total Operating Lease Liabilities		$	81,664

 

The components of operating lease expenses that are included in operating expenses in the “Statement of Operations” for the year ended December 31, 2023 were as follows:

 

Operating lease cost

$

20,973

 

Weighted average lease term and discount rate as of December 31, 2023 were as follows:

 

Weighted average remaining lease term			2.42 years
Weighted average discount rate			5.50	%

 

The maturities of operating lease liabilities as of December 31, 2023 were as follows:

 

Year Ending December 31,		Amount
2024		$	36,000
2025			36,000
2026			15,000
Total Lease Payments		$	87,000
Less, interest			5,336
Present Value of Lease Liability		$	81,664

 

Intangible Assets

 

Intangible assets consist of the 12-month non-compete agreement in the amount of $10,000. Amortization expense of intangible assets for the period ended December 31, 2023 was $4,167.

 

Related-party transactions

 

The entire amount of $30,507 for related-party borrowing is made by the Company from Daniel Gordon in 2023 There is no interest charge or predefined repayment debt.

 

Income Taxes

 

The Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying financial statements. All of the Company’s income or losses are passed through to its members.

 

Subsequent Events

 

On June 28^th, 2024, the Company entered into an agreement and plan of merger and reorganization with Trustfeed Corp., a Nevada corporation, as a Parent company, Polomar Acquisition, L.L.C., a Florida limited liability company, a Merger Sub and a wholly owned subsidiary of Parent.

 

This Agreement contemplates a merger of Merger Sub with and into the Company, with the Company remaining as the surviving entity after the merger, whereby the Company Members will receive Parent Common Stock in exchange for their Company Interests and the Company will become a wholly-owned Subsidiary of Parent.

 

Wheras, the board of directors of the Company (i) has determined that the Merger is advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and has deemed this Agreement and such transactions advisable and (iii) has determined to recommend that the Company Members vote to approve this Agreement, the Merger and the other transactions contemplated hereby.

 

 

 

Exhibit 99.2

 

POLOMAR SPECIALTY PHARMACY LLC

 

INTERIM UNAUDITED FINANCIAL STATEMENTS

 

FOR THE SIX MONTHS ENDED

JUNE 30, 2024

 

 

Table of Contents

 

	Page
Balance Sheet as of June 30, 2024	2
Statements of Operations for the three and six months period ended June 30, 2024	3
Statements of Members’ Deficit for the six months period ended June 30, 2024	4
Statements of Cash Flows for the six months period end June 30, 2024	5
Notes to Financial Statements	6-10

 

 

POLOMAR SPECIALTY PHARMACY LLC
BALANCE SHEET

 

		June 30, 2024				December 31, 2023
ASSETS
Current assets
Cash		$	19,563			$	8,564
Inventory			108,109				3,460
Total current assets			127,672				12,024
Property, plant and equipment at cost			41,458				-
Leasehold improvements			38,774				-
Net property and equipment			80,232				-
Other assets
Operating lease - right-of-use asset, net			65,645				81,664
Non-compete agreement, net			-				4,167
Security deposit			9,000				9,000
Total other assets			74,645				90,664
Total assets		$	282,549			$	106,855
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities
Accounts payable		$	55,683			$	25,681
Operating lease - current liability			33,388				32,484
Short-term debt due related parties			454,288				30,507
Total current liabilities			543,359				88,672
Long-term liabilities
Operating lease - long-term liability			32,257				49,180
Total liabilities			575,616				137,852
Members’ deficit
Members’ deficit			140,500				140,500
Accumulated deficit			(433,567	)			(171,497	)
Total members’ deficit			(293,067	)			(30,997	)
Total liabilities and members’ deficit		$	282,549			$	106,855

 

The accompanying notes are an integral part of the financial statements.

 

 

POLOMAR SPECIALTY PHARMACY LLC
STATEMENT OF OPERATIONS

For the six months ended June 30, 2024

 

		For the three months ended								For the six months ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Revenue		$	13,610			$	3,099			$	28,105			$	3,099
Cost of Goods Sold			3,184				535				15,136				535
Gross Profit			10,426				2,564				12,969				2,564
Operating expenses
General and administrative			84,543				30,369				235,879				30,369
Sales and marketing			16,968				2,470				38,583				2,470
Total operating expenses			101,511				32,839				274,462				32,839
Loss from operations			(91,085	)			(30,275	)			(261,493	)			(30,275	)
Total other expense			(360	)			(577	)			(577	)			(577	)
Net loss		$	(91,445	)		$	(30,852	)		$	(262,070	)		$	(30,852	)

 

The accompanying notes are an integral part of the financial statements.

 

 

POLOMAR SPECIALTY PHARMACY LLC

STATEMENTS OF MEMBERS’ DEFICIT
For the six months ended June 30, 2024

 

		Members’				Accumulated
		Equity				Deficit				Total
April 26, 2023 (inception)
Capital contributions			140,500								140,500
Net loss							(30,852	)			(30,852	)
Balance, June 30, 2023		$	140,500			$	(30,852	)		$	109,648
Net loss							(140,645	)			(140,645	)
Balance, December 31, 2023		$	140,500			$	(171,497	)		$	(30,997	)
Net loss							(91,445	)			(91,445	)
Balance, March 31, 2024		$	140,500			$	(262,942	)		$	(122,442	)
Net loss							(170,625	)			(170,625	)
Balance, June 30, 2024		$	140,500			$	(433,567	)		$	(293,067	)

 

The accompanying notes are an integral part of the financial statements.

 

 

POLOMAR SPECIALTY PHARMACY LLC

STATEMENT OF CASH FLOWS

For the six months ended June 30, 2024

 

		June 30, 2024				June 30, 2023
Cash Flows from Operating Activities
Net loss		$	(262,070	)		$	(30,852	)
Adjustments to reconcile net loss to net cash used in operating activities:			-				-
Depreciation and amortization			4,167				-
Changes in assets and liabilities
Inventory			(104,649	)			-
Security deposit			-				(9,000	)
Accounts payable			30,002				94
Net cash used in operating activities			(332,550	)			(39,758	)
Cash flows from investing activities
Purchases of property, plant and equipment			(80,232	)			(132,000	)
Net cash used in investing activities			(80,232	)			(132,000	)
Cash Flows from Financing Activities
Proceeds from short-term borrowings			423,781				33,000
Proceeds from owner investment			-				200,000
Net cash from financing activities			423,781				233,000
Net increase in cash			10,999				61,242
Cash, beginning of period			8,564				-
Cash, end of period		$	19,563			$	61,242
Supplemental disclosure of cash flow information
Cash paid for interest			577				-

 

The accompanying notes are an integral part of the financial statements.

 

 

Notes to Financial Statements

 

1.

The Company and Business Activities

 

Polomar Specialty Pharmacy LLC, (the “Company”), was formed as a Florida corporation in April 2023. The Company is a compound pharmacy, licensed in several stores to sell and produce pharmaceuticals.

 

On June 28^th, 2024, the Company entered into an agreement and plan of merger and reorganization with Trustfeed Corp., a Nevada corporation, as a Parent company, Polomar Acquisition, L.L.C., a Florida limited liability company, a Merger Sub and a wholly owned subsidiary of Parent.

 

This Agreement contemplates a merger of Merger Sub with and into the Company, with the Company remaining as the surviving entity after the merger, whereby the Company Members will receive Parent Common Stock in exchange for their Company Interests and the Company will become a wholly owned Subsidiary of Parent.

 

Wheras, the board of directors of the Company (i) has determined that the Merger is advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and has deemed this Agreement and such transactions advisable and (iii) has determined to recommend that the Company Members vote to approve this Agreement, the Merger and the other transactions contemplated hereby.

 

2.

Liquidity and Going Concern Uncertainty

 

As of June 30, 2024, cash totaled $19,563 and the Company had an accumulated deficit of $433,567. For the year ended June 30, 2024, the Company used $332,550 in operations.

 

Currently, the Company’s principal sources of cash have included proceeds from owners’ contributions and related party’s debts. The Company expects that the principal uses of cash in the future will be for continuing operations, sales and marketing and general working capital requirements. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements 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 may result from the possible inability of the Company to continue as a going concern.

 

Management’s Plan to Continue as a Going Concern

 

In order to continue as a going concern, the Company will need to grow sales and capital injections from holding company or borrowing from related parties. Until the Company can generate significant cash from operations, management’s plans to obtain such resources for the Company include revenue growth and expense reductions from synergy with holding company’s other subsidiaries, proceeds from offerings of the holding company’s equity securities or debt, or transactions involving product development, technology licensing or collaboration. Management can provide no assurance that any sources of a sufficient amount of financing will be available to the Company on favorable terms, if at all. Management is currently in the process of seeking additional equity financing, however management’s current plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

 

3.

Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

 

 

Emerging Growth Company

 

The Company is an “emerging growth company, with annual revenue less than $1.235 billion, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of financial statements 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 expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments, including those related to useful lives of long-lived assets, accrued research and development expenses and estimated fair values of equity instruments. The Company bases its estimates on various assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

 

Revenue Recognition

 

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

 

Identification of the Contract: A contract exists with the customer that defines the rights and obligations of both parties.

 

Identification of Performance Obligations: The performance obligations under the contract are identified. A performance obligation is a promise to transfer goods to the customer. Determination of Transaction Price: The transaction price is determined based on the consideration to which the company expects to be entitled in exchange for transferring goods to the customer. Allocation of Transaction Price: The transaction price is allocated to each performance obligation based on its standalone selling price.

 

Recognition of Revenue: Revenue is recognized when control of the goods is transferred to the customer, which generally occurs at a point in time when the goods are shipped or delivered and the customer obtains legal title. For contracts that include multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. If the standalone selling price is not observable, the company estimates it using appropriate valuation techniques.

 

 

Contract Balances

 

The company recognizes a contract liability when consideration is received or receivable from the customer before transferring goods. Contract liabilities are subsequently recognized as revenue when the company satisfies its performance obligations.

 

Sales Returns

 

Provisions for sales returns are recorded based on historical experience and are reflected as a reduction of revenue at the time of sale.

 

Cost of Goods Sold (COGS):

 

Recognition of Cost of Sales: Cost of Goods Sold includes all direct costs attributable to the production of goods sold during the reporting period. These costs comprise direct materials, direct labor, and overhead costs directly attributable to the production process.

 

Direct Costs: Direct materials and direct labor costs are recognized when the goods are manufactured or purchased and are included in the cost of inventory. Overhead costs are allocated based on a consistent and rational allocation method.

 

Recognition of Cost of Sales: Cost of goods sold is recognized when the related revenue is recognized.

 

General Expenses:

 

Recognition of Expenses: General expenses comprise all costs not directly attributable to the production of goods or services. These include administrative expenses, selling expenses, and other operating expenses necessary to support the business operations.

 

Recognition Principle: Expenses are recognized in the income statement in the period in which the goods or services are consumed or when the expense is incurred, regardless of when the related cash outflow occurs.

 

Depreciation and Amortization:

 

Depreciation of non-production assets, such as office equipment, and amortization of intangible assets not directly related to production, are recognized over their estimated useful lives using the straight-line method.

 

Interest and Taxes:

 

Interest expenses are recognized as incurred, using the effective interest rate method where applicable. Income taxes are recognized based on applicable tax laws and regulations.

 

Contingent Liabilities:

 

Contingent liabilities are recognized when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

 

Cash & Cash Equivalents

 

The Company places its cash with reputable financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. At times, deposits held may exceed the amount of insurance provided by the FDIC. The Company has not experienced any losses in its cash and believes they are not exposed to any significant credit risk.

 

 

Fair Value Measurement

 

The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company believes the carrying amount of cash, accounts payable, accrued expenses and debt approximate their estimated fair values due to the short-term maturities of these financial instruments.

 

Inventory

 

Inventories are stated at the lower of cost or market, with cost determined on an average-cost basis. Inventory includes raw materials and finished goods of $108,109 as of June 30, 2024.

 

Fixed Assets

 

Fixed assets consist of furniture, fixtures and equipment. Fixed assets are stated at cost less accumulated depreciation. Additions, improvements, and major renewals are capitalized. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation is determined using the straight-line method over the estimated useful lives of the assets, which is primarily five years. As of June 30, 2024, fixed assets include leasehold improvements of $38,774 for building clean room and gummy machines with associated accessories and equipment of $41,458. Both of them have yet to depreciate since they are still undergoing building and testing.

 

Leases

 

The Company calculates operating lease liabilities with a risk-free discount rate, using a comparable period with the lease term. All lease and non-lease components are combined for all leases. Lease payments for leases with a term of 12 months or less are expensed on a straight-line basis over the term of the lease with no lease asset or liability recognized.

 

The following summarizes the line items in the balance sheet which include amounts for operating leases as of June 30, 2024.

 

		2024
Operating lease right-of-use assets		$	99,806
Accumulated amortization			(34,161	)
Net of operating lease right-of-use assets		$	65,645
Operating lease - current liability		$	33,388
Operating lease - long-term liability			32,257
Total Operating Lease Liabilities		$	65,645

 

The components of operating lease expenses that are included in operating expenses in the “Statement of Operations” for the year ended June 30, 2024 were as follows:

 

Operating lease cost

$

16,999

 

Weighted average lease term and discount rate as of June 30, 2024 were as follows:

 

Weighted average remaining lease term		1.92 years
Weighted average discount rate			5.50	%

 

 

The maturities of operating lease liabilities as of June 30, 2024 were as follows:

 

Year Ending June 30,		Amount
2025		$	36,000
2026			33,000
Total Lease Payments		$	69,000
Less, interest			3,355
Present Value of Lease Liability		$	65,645

 

Intangible Assets

 

Intangible assets consist of the 12-month non-compete agreement in the amount of $10,000. Amortization expense of intangible assets for the period ended June 30, 2024 was $10,000.

 

Related-party transactions

 

The entire amount of $454,288 for related-party borrowing is made by the Company from Daniel Gordon as of June 30, 2024. There is no interest charge or predefined repayment debt.

 

Income Taxes

 

The Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying financial statements. All of the Company’s income or losses are passed through to its members.

 

Subsequent Events

 

On August 13, 2024, the Company enters a promissory note and loan agreement with Reprise Management, Inc., the Company’s related party, in the amount of $700,000, of which or less amount may be borrowed. This note (inclusive of all advances made) will bear interest on the outstanding principal amount at a fixed rate as follows (i) up to and including December 31, 2024 (the initial period), an interest rate equal to twelve percent per annum, simple interest and (ii) after the initial period and up to and including the date on which this note is paid in full, an interest rate equal to fifteen percent pr annum, simple interest. Interest shall be calculated on a year consisting of 365 days and the actual number of days elapsed. Interest shall accrue on a quarterly basis and shall be due and payable on the maturity date. The Company acknowledges receipt of an initial draw under the loan of $522,788 which funds shall be used to repay the lender all amounts due under a prior loan provided by lender to borrower. In connection with the issuance of this Note, the Company has issued a warrant to purchase 12 membership units in borrower equivalent to a twelve percent (12%) ownership in Company. The warrant price is $0.01 per unit with expiration date of July 31, 2029.

 

 

 

 

Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On June 28, 2024, Trustfeed Corp. (“Trustfeed” or the “Company”) entered into an Agreement and Plan of Merger and Reorganization, as amended on September 30, 2024 (the “Merger Agreement”) with Polomar Acquisition, L.L.C., a Florida limited liability company and the Company’s wholly owned subsidiary (“Merger Sub”) and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”) to acquire 100% of the issued and outstanding membership interests of Polomar. The transactions contemplated by the Merger Agreement were consummated on September 30, 2024, and, pursuant to the terms of the Merger Agreement, among other things, all outstanding membership interests of Polomar, or the Polomar Membership Interests, were exchanged for shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) based on the exchange ratio of 2,074,141.47 shares of Common Stock for every one percent of Polomar Membership Interests (the “Acquisition”). Accordingly, the Company acquired 100% of Polomar in exchange for the issuance of shares of Common Stock and Polomar became the Company’s wholly-owned subsidiary. As of the closing of the Acquisition (the “Closing”), CWR 1, LLC, the Company’s majority owner with an 83.3% beneficial ownership stake in the Company pre-Closing, transferred back to the Company and canceled 50,000,000 shares of our common stock owned beneficially and of record by it as part of the conditions to Closing.

 

At the Closing, each one percent of Polomar Membership Interests outstanding immediately prior to the Closing was converted into the right to receive 2,074,141.47 shares of our common stock, with all fractional shares rounded up to the nearest whole share. Accordingly, we issued an aggregate of approximately 207,414,147 shares of our common stock for all of the then-outstanding Polomar Membership Interests.

 

The unaudited pro forma condensed combined balance sheet as of June 30, 2024 gives pro forma effect to the Acquisition as if it had been consummated as of that date. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2024 and twelve months ended December 31, 2023 give pro forma effect to the Acquisition as if it had occurred as of January 1, 2023, the beginning of the earliest period presented:

 

The unaudited pro forma condensed combined balance sheet as of June 30, 2024 has been prepared using the following:

 

● The Company’s unaudited historical balance sheet as of June 30, 2024, as filed with the Securities and Exchange Commission on in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024; and

 

● Polomar’s unaudited historical balance sheet as of June 30, 2024, as included in this Current Report on Form 8-K as Exhibit 99.2.

 

The unaudited pro forma condensed combined statements of operation for the six months ended June 30, 2024 and year ended December 31, 2023 have been prepared using the following:

 

● The Company’s unaudited historical statements of operation for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024;

 

● The Company’s audited historical statements of operations for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024;

 

● Polomar’s unaudited historical statement of operations for the quarter ended June 30, 2024, as included in this Current Report on Form 8-K as Exhibit 99.2.

 

● Polomar’s audited historical statement of operations for the period from inception to December 31, 20230, included in this Current Report on Form 8-K as Exhibit 99.1.

 

The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the combined company. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed consolidated financial information to give effect to unaudited pro forma events that are directly attributable to the Acquisition, factually supportable and, with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the results of operations of the combined company. The accompanying unaudited pro forma condensed consolidated statement of operations does not include any pro forma adjustments to reflect certain expected financial benefits of the Acquisition, such as tax savings, cost synergies or revenue synergies, or the anticipated costs to achieve those benefits, including the cost of integration activities, or restructuring actions which may be achievable or the impact of any non-recurring activity and one-time transaction related costs.

 

 

Trustfeed Corp. (f.k.a. Healthmed Services, Ltd. and Polomar Specialty Pharmacy, LLC)

Unaudited Proforma Condensed Combined Balance Sheets

As of June 30, 2024

 

		Historical								Pro Forma Adjustments						Pro Forma
		Polomar				Trustfeed				Adjustments				Notes		Condensed Combined
ASSETS
Current assets
Cash		$	19,563			$	294									$	19,857
Inventory			108,109														108,109
Total current assets			127,672				294				-						127,966
Property, plant and equipment at cost			41,458														41,458
Leasehold improvements			38,774														38,774
Net property and equipment			80,232				-				-						80,232
Other assets
Operating lease - right-of-use asset, net			65,645														65,645
Intellectual property											18,975,000						18,975,000
Security deposit			9,000														9,000
Total other assets			74,645				-				-						74,645
Total assets		$	282,549			$	294			$	18,975,000					$	19,257,843
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities
Accounts payable		$	55,683			$	22,802									$	78,485
Due to related party			-				80,171										80,171
Operating lease - current liability			33,388														33,388
Short-term debt due related parties			454,288														454,288
Total current liabilities			543,359				102,973				-						646,332
Long-term liabilities
Operating lease - long-term liability			32,257														32,257
Total liabilities			575,616				102,973				-						678,589
Stockholders’ deficit
Members’ deficit			140,500								(140,500	)					-
Series A Preferred stock							500				(500	)					-
Common stock; $0.01 par value; 295,000,000 shares authorized; 47,655,219 and 47,655,219 shares issued and outstanding							109,138				367,414						476,552
Additional paid-in capital							1,275,156				18,748,586						20,023,742
Accumulated deficit			(433,567	)			(1,487,473	)									(1,921,040	)
Total members’ deficit			(293,067	)			(102,679	)			18,975,000						18,579,254
Total liabilities and members’ deficit		$	282,549			$	294			$	18,975,000					$	19,257,843

 

 

Trustfeed Corp. (f.k.a. Healthmed Services, Ltd. and Polomar Specialty Pharmacy, LLC)

Unaudited Proforma Condensed Combined Statement of Income

For the six month ending June 30, 2024

 

		Historical								Pro Forma Adjustments						Pro Forma
		Polomar				Trustfeed				Adjustments				Notes		Condensed Combined
Revenue		$	28,105			$	-			$	-					$	28,105
Cost of Goods Sold			15,136				-				-						15,136
Gross Profit			12,969				-				-						12,969
Operating expenses
General and administrative			235,879				89,140				-						325,019
Sales and marketing			38,583				-				-						38,583
Total operating expenses			274,462				89,140				-						363,602
Loss from operations			(261,493	)			(89,140	)			-						(350,633	)
Other expense			(577	)													(577	)
Total other income (expense)			(577	)			-				-						(577	)
Net loss		$	(262,070	)		$	(89,140	)		$	-					$	(351,210	)
Net loss per common share: basic and diluted		$	(0.01	)												$	(0.01	)
Basic weighted average common shares outstanding			47,655,219														47,655,219
Net loss per common share: basic and diluted		$	(0.01	)												$	(0.01	)
Basic weighted average common shares outstanding			47,655,219														47,655,219

 

 

Trustfeed Corp. (f.k.a. Healthmed Services, Ltd. and Polomar Specialty Pharmacy, LLC)

Unaudited Proforma Condensed Combined Statement of Income

For the fiscal year ended December 31, 2023

 

		Historical								Pro Forma Adjustments						Pro Forma
		Polomar				Trustfeed				Adjustments				Notes		Condensed Combined
Revenue		$	41,844			$	-			$	-					$	41,844
Cost of Goods Sold			4,294				-				-						4,294
Gross Profit			37,550				-				-						37,550
Operating expenses
General and administrative			185,422				269,830				-						455,252
Sales and marketing			23,220				-				-						23,220
Total operating expenses			208,642				269,830				-						478,472
Loss from operations			(171,092	)			(269,830	)			-						(440,922	)
Other expense
Interest			(405	)			-										(405	)
Foreign currency gain (loss)			-				(53	)			-						(53	)
Forgivness of receivable - related party			-				(146,617	)			-						(146,617	)
Total other income (expense)			(405	)			(146,670	)			-						(147,075	)
Net loss		$	(171,497	)		$	(416,500	)		$	-					$	(587,997	)
Net loss per common share: basic and diluted		$	(0.00	)												$	(0.01	)
Basic weighted average common shares outstanding			47,655,219														47,655,219
Net loss per common share: basic and diluted		$	(0.00	)												$	(0.01	)
Basic weighted average common shares outstanding			47,655,219														47,655,219

 

 

v3.24.3

Cover	Sep. 30, 2024
Entity Addresses [Line Items]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 8-K/A is being filed by Polomar Health Services, Inc., formerly known as Trustfeed Corp., a Nevada corporation (the “Company,” “we,” “us,” or “our”), to amend the Current Report on Form 8-K we filed on October 4, 2024 (the “Original Report”) to provide the disclosures required by Item 9.01 of Form 8-K that were previously omitted from the Original Report as permitted by Item 9.01(a)(4) of Form 8-K. Except as provided herein, the disclosures made in the Original Report remain unchanged.
Document Period End Date	Sep. 30, 2024
Entity File Number	000-56555
Entity Registrant Name	Polomar Health Services, Inc.
Entity Central Index Key	0001265521
Entity Tax Identification Number	86-1006313
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	10940 Wilshire Boulevard
Entity Address, Address Line Two	Suite 1500
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90024
City Area Code	212
Local Phone Number	245-3413
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Trustfeed Corp.
Entity Address, Address Line Two	10940 Wilshire Boulevard
Entity Address, Address Line Three	Suite 705
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90024

---