Polomar Health Services, Inc 10-Q for FY2024 Q3
Polomar Health Services, Inc. (PMHS)
About this 10-Q
Polomar Health Services, Inc filed this 10-Q on November 19, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9849
- down 54.1% from $21.46K a year earlier
- Net loss
- $271.33K
- compared with a net loss of $172.16K a year earlier
- Diluted EPS
- -$0.01
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For
the quarterly period ended
| Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _____ to _______
Commission
File Number:
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | ☐ Accelerated filer | |
| ☒ |
||
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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: common shares as of November 12, 2024.
TABLE OF CONTENTS
| Page | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1: | Financial Statements | 3 |
| Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 8 |
| Item 4: | Controls and Procedures | 8 |
| PART II – OTHER INFORMATION | ||
| Item 1: | Legal Proceedings | 9 |
| Item 1A: | Risk Factors | 9 |
| Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 9 |
| Item 3: | Defaults Upon Senior Securities | 9 |
| Item 5: | Other Information | 9 |
| Item 6: | Exhibits | 9 |
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our condensed unaudited financial statements included in this Form 10-Q are as follows:
These condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2024, are not necessarily indicative of the results that can be expected for the full year.
| 3 |
POLOMAR HEALTH SERVICES, INC.
(formerly TRUSTFEED CORP.)
BALANCE SHEETS
| September 30, 2024 (unaudited) | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment at cost | ||||||||
| Leasehold improvements | ||||||||
| Accumulated Depreciations | ( | ) | ||||||
| Net property and equipment | ||||||||
| Other assets | ||||||||
| Operating lease - right-of-use asset, net | ||||||||
| Non-compete agreement, net | ||||||||
| Intellectual property | ||||||||
| Security deposit | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND MEMBERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Due to related party | ||||||||
| Operating lease - current liability | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities | ||||||||
| Operating lease - long-term liability | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ deficit | ||||||||
| Members’ deficit | ||||||||
| Series A Preferred stock, par value $; shares authorized; and issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. | ||||||||
| Common stock; $ par value; shares authorized; and shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ deficit | ( | ) | ||||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements
| F-1 |
POLOMAR HEALTH SERVICES, INC.
(formerly TRUSTFEED CORP.)
STATEMENT OF OPERATIONS
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30 | September 30 | September 30 | September 30 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | ||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share: basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
| F-2 |
POLOMAR HEALTH SERVICES, INC.
(formerly TRUSTFEED CORP.)
STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, June 30, 2023 | $ | | $ | | $ | $ | ( | ) | $ | | ||||||||||||||||||
| Common stock issued for cash | - | $ | $ | $ | ||||||||||||||||||||||||
| Net loss | - | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Preferred Stock | Common Stock/LLC interests | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | | $ | | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | - | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Reverse merger | ||||||||||||||||||||||||||||
| Conversion of preferred stock | ) | $ | ( | ) | - | $ | ( | ) | ||||||||||||||||||||
| Conversion and issuance of common stock | ( | ) | $ | ( | $ | $ | ||||||||||||||||||||||
| Conversion of Acquiree’s LLC member interests | - | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Net loss | - | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
| F-3 |
POLOMAR HEALTH SERVICES, INC.
(formerly TRUSTFEED CORP.)
STATEMENTS OF CASH FLOWS
September 30, 2024
(Unaudited)
| 2024 | 2023 | |||||||
| For the nine months ended | ||||||||
| September 30 | September 30 | |||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in assets and liabilities | ||||||||
| Bad debt | ||||||||
| Forgiveness of receivable - related party | ||||||||
| Inventory | ( | ) | ||||||
| Depreciation and Amortization | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Security deposit | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Due from related party | ( | ) | ( | ) | ||||
| Proceeds from short-term borrowings | ||||||||
| Proceeds from the issuance of common stock | ||||||||
| Net cash from financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements
| F-4 |
POLOMAR HEALTH SERVICES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2024
NOTE 1 – NATURE AND DESCRIPTION OF BUSINESS
Corporate History and Capital Structure
The Company was incorporated in the State of
On
April 16, 2021, Fastbase, Inc., a Nevada corporation (“Fastbase”), and SCI Inc. entered into a Share Purchase Agreement with
Mr. James Shipley, the owner shares of Series A Convertible Preferred Stock in Trustfeed Corp. (“Trustfeed” or
“Company”) for the purchase of shares of Series A Convertible Preferred Stock for cash consideration of $
On September 14, 2021, Trustfeed entered into a Contribution Agreement (the “Contribution Agreement”) with Fastbase for the acquisition of certain assets of Fastbase in exchange for shares of super voting preferred stock in the Company. The assets were associated with Fastbase’s review platform giving access to information about products, which includes proprietary software to crawl, organize, verify, with A.I. rendering, algorithms to do data mining, and an A.I. rendering database of companies, websites, contacts and approximately 500,000 products descriptions. The Company paid for the assets contributed by issuing to Fastbase shares of the Company’s Series A Convertible Preferred Stock. As a result of these transactions, there was a change in control of the Company and Fastbase acquired voting control over all aspects of the Company, including the election of directors, and other corporate actions of the Company that require shareholder approval.
On
September 2, 2022, Trustfeed conducted a
On November 4, 2022:
| ● | Trustfeed cancelled all outstanding shares of Series A Preferred Stock, save shares of Series A Convertible Preferred Stock which were outstanding and then held by Fastbase. | |
| ● | Trustfeed reduced its authorized shares of common stock, par value $ per share, from shares to shares. Trustfeed also reduced the authorized shares of preferred stock, par value $ per share, from shares to shares. As of November 4, 2022, Trustfeed had authorized shares of common stock and shares of preferred stock, each with par value of $ per share. | |
| ● | Trustfeed amended and restated its Certificate of Designation for the Series A Preferred Stock to reduce the number of authorized shares of preferred stock designated and available from shares to shares, with the same conversion ratio of shares of common stock for every share of Series A Preferred Stock. | |
| ● | Trustfeed filed Certificates of Withdrawal in Nevada to withdraw the Certificates of Designation for Series B Preferred Stock and Series C Preferred Stock. Following the transaction, the only designated and outstanding shares of preferred stock are the Company’s Series A Preferred Stock. |
Historically, Trustfeed was in the business of acquiring, leasing, and licensing growers for the cultivation and production (processing and distribution of cannabis and cannabis-related products within an incubator environment). The Company was also in the business of renewable fresh water and real estate. As a result of the change in ownership of the Company in 2021 by Fastbase, the Company became a technology company with access to a global database of information to provide consumers with trusted information about the companies they do business with (the “Pre-Existing Business”).
| F-5 |
However,
effective as of December 29, 2023 in accordance with a Stock Purchase Agreement, Fastbase, the then record and beneficial owner of (i)
shares of Common Stock of the Company, representing approximately
Also as of December 29, 2023, the size of the Board was increased from one director to two directors and Brett Rosen was appointed as a director to fill the vacancy, to serve as director until the next annual meeting of stockholders of Trustfeed, and Mr. Rosen was appointed President, Chief Financial Officer, Secretary and Treasurer of Trustfeed.
Upon the consummation of the Transaction on December 29, 2023, Trustfeed experienced a change in control. The Transaction and related transactions had the following consequences:
| ● | New management anticipated entering into a future transaction involving the Company, which could result in the acquisition of one or more businesses, companies or asset classes, including but not limited to intellectual property assets and that may be owned by affiliates of management. | |
| ● | The Company’s new management evaluated the Company’s Pre-Existing Business as part of these possible future transactions, and had suspended operations relating to the Pre-Existing Business, with the expectation of permanently shutting down, spinning off or assigning the Pre-Existing Business at the time of such future transaction(s). |
Effective as of March 21, 2024, Brett Rosen resigned from all of his officer and director positions with the Company, and he was replaced in all such positions by Terrence M. Tierney. In furtherance of Mr. Tierney’s appointment as the Company’s sole executive officer, the Company, Mr. Tierney and an affiliate of Mr. Tierney, have entered into a Professional Services Agreement (the “Services Agreement”). Pursuant to the terms of the Services Agreement, among other things, Mr. Tierney, directly or through his affiliate, will fill the role of President, Chief Financial Officer, Secretary and Treasurer of the Company and otherwise act as the Company’s principal executive officer and principal financial officer.
The term of the Agreement was for an initial term ending on the earlier of five months from the effective date or the filing of the Company’s Form 10-Q for the accounting period ending June 30, 2024, and it may be extended by mutual consent or earlier terminated in the event of certain “cause” events as specified in the Agreement.
Merger Agreement
On June 28, 2024, Trustfeed, Polomar Acquisition, L.L.C., a Florida limited liability company, and wholly owned subsidiary of Trustfeed (“Merger Sub”) and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Polomar, with Polomar continuing as the surviving company (the “Surviving Company”) and a wholly owned subsidiary of Trustfeed (the “Merger”).
At
the effective time of the Merger on September 30, 2024 (the “Effective Time”), each
On September 30, 2024, the Merger and the other transactions described in the Merger Agreement were consummated. The Merger is considered a “reverse merger” as the historical financial statements of Polomar, the accounting acquirer, have been substituted for the historical financial statements of Trustfeed. As a result of the Merger, the Company ceased commercializing the Pre-Existing Business.
As a result of the Merger, the Company operates Polomar Specialty Pharmacy, 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. The Company 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. The Company also anticipates applying for a drug export permit in early 2025.
As part of the Merger, the Company acquired SlimRxTM (slimrx.com), a weight loss focused online platform that connects patients with licensed physicians to prescribe weight loss medications such as semaglutide (Ozempic, Wegovy, Rybelsus) and while originally, the Company expected to fulfill tirzepatide (Monjouro, Zepbound) prescriptions through SlimRx, since the Food and Drug Administration removed tirzepatide from its drug shortage list, the Company no longer intends to fulfill prescriptions for that drug. SlimRx filed an application for statutory trademark protection on August 29, 2024. The prescriptions issued via SlimRx are fulfilled by the Company. The Company also expects to launch PoloMedsTM (polomeds.com) during the fourth quarter of 2024 to fulfill prescriptions for diabetes medications including metformin compounds, sulfonylureas, and insulin; compounded erectile dysfunction medications sildenafil (Viagra) and tadalafil (Cialis) 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.
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.
Merger Valuation
The
Company utilized the following process to determine the fair market value of $
We utilized a three-step process to determine the fair value of Synergistic Equity Value of the Company:
1. we determined the aggregate equity value of Polomar. After due consideration of all appropriate and generally accepted valuation methodologies, our analysis has been developed primarily on the basis of: (i) the market approach, specifically the guideline public company method; and (ii) the income approach, specifically the discounted cash flow method.
2. we determined the aggregate equity value of Trustfeed. After due consideration of all appropriate and generally accepted valuation methodologies, our analysis has been developed primarily on the basis of: (i) the asset-based approach, specifically the adjusted book value method.
3. we added the fair value of equity of Trustfeed and Polomar arrive at the Fair Value of Synergistic Equity Value of the Company.
We used a two-step process to determine the fair value of the Transaction Consideration:
1. we divided the fair value of Synergistic Equity Value of the Company by Trustfeed’s postclosing shares outstanding to arrive at the per share equity value of the Company.
2. we multiplied the per share equity value by the number of shares owned by current Company shareholders to arrive at the fair value of Transaction Consideration.
| F-6 |
License Agreement
On June 29, 2024, Trustfeed executed a Know How and Patent License Agreement (the “Agreement”) with Pinata Holdings, Inc., a Delaware corporation (“Pinata”), to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). The license is worldwide, non-exclusive and non-transferable but may be sub-licensed pursuant to the terms of the Agreement.
The
Company shall be obligated to pay a royalty to Pinata ranging from ten percent (
The Agreement has a perpetual term, subject to the right of either party to terminate (a) if the other party commits a material breach of its obligations under the Agreement and fails to cure such breach and (b) at any time upon 180 days prior written notice to the other party.
It is the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by it.
Pinata is an affiliate of CWR.
License Agreement Valuation
As
of the date of this filing the Company has not utilized any of the licensed intellectual property and has incurred no expenses or realized
any revenues from the license agreement. The Company presently values this agreement at -
Additional Corporate Actions
On July 11, 2024, CWR, then a majority holder of Trustfeed’s voting stock, and the board of directors of the Company, approved the following corporate actions:
| 1. | To authorize and approve an amendment to the Company’s Articles of Incorporation, as amended (the “Existing Articles”), to effect a change of name from “Trustfeed Corp.” to “Polomar Health Services, Inc.”. | |
| 2. | To authorize and approve an amendment to the Existing Articles to effect an increase in the number of authorized shares of the Company’s “blank check” preferred stock to . | |
| 3. | To authorize, but not require,
an amendment to the Existing Articles, to effect a reverse stock split with a ratio of | |
| 4. | To adopt the Company’s Certificate of Amendment to the Existing Articles, which makes no material changes to the Company’s Existing Articles other than incorporating the amendments described in Actions (1), (2) and (3) above. | |
| 5. | To adopt the Company’s 2024 Equity and Incentive Compensation Plan (the “Incentive Plan”). |
As of the Balance Sheet date, none of the foregoing corporate actions have been implemented other than the adoption of the Incentive Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the OTC Markets alternative reporting standard for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
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 presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
| F-7 |
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.
Cash and cash equivalents
For
the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered
to be cash equivalents. The carrying value of these investments approximates fair value. The Company did
The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, including with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. 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.
Revenue recognition
The Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“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 recognition occurs at the time product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. The Company only records revenue when collectability is probable and associated taxes are owed.
Fair value of financial instruments
The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:
Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
| F-8 |
Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
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 as of March 31, 2024, 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, prepaid expenses and other, 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 approximates 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 at September 30, 2024, and September 30, 2023.
Intangible Assets
The Company accounts for intangible assets (trademarks, copyrights, licenses, customer lists, R&D, trade secrets) and other non-physical assets at cost.
Going Concern
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
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 September 30, 2024, the Company had $
Over the next twelve months, management plans to raise additional capital and to invest its working capital resources in its newly acquired business from Polomar and in other potential business opportunities. However, there is no guarantee the Company will raise sufficient capital to continue operations. The condensed unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
| F-9 |
Recent accounting pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – RELATED PARTY TRANSACTIONS
Due to related party
During
the nine months ended September 30, 2024, Trustfeed and Polomar borrowed an aggregate of $
On
August 13, 2024, Reprise Management, Inc., a California corporation affiliated with CWR (“Reprise”), issued an unsecured
promissory note to Polomar (the “Polomar Note”), pursuant to which Polomar could borrow up to an aggregate principal amount
of $
Effective
August 16, 2024, Trustfeed entered into a Promissory Note and Loan Agreement (the “Trustfeed Note”), as the borrower, with
CWR, as the lender. Pursuant to the terms of the Note, CWR agrees to loan to Trustfeed up to $
For additional related party transactions, see “Note 1-Nature and Description of Business-Merger Agreement” and “Note 1-Nature and Description of Business-License Agreement”
NOTE 4 – STOCKHOLDERS’ DEFICIT
The
Company is authorized to issue
shares of common stock with a par value of $
as of September 30, 2024, and December 31, 2023. On November 4, 2023, Polomar reduced its authorized shares of common stock, par
value $
per share, from
shares to
shares.
| F-10 |
The
Company also has
authorized shares of preferred stock with a par value of $
of which the Company has designated --
shares and shares as Series A Preferred Stock as of September 30, 2024, and December 31, 2023. On November 4, 2023, Polomar
reduced its authorized shares of preferred stock, par value $
per share, from
shares to
shares. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder into fully paid and
non-assessable shares of common stock at the rate of
shares of common stock for each share held. In addition,
On November 4, 2023, Polomar filed Certificates of Withdrawal in Nevada to withdraw the Certificates of Designation for Series B Preferred Stock and Series C Preferred Stock. Following the filings, the only designated and outstanding shares of preferred stock were the Company’s Series A Preferred Stock. No shares of Series B Preferred Stock or Series C Preferred Stock are authorized, issued or outstanding.
On September 12, 2024, Trustfeed issued shares of common stock of the Company to CWR, the holder of shares of the Series A Convertible Preferred Stock of the Company (the “Preferred Stock”), upon the conversion in full of the Preferred Stock in accordance with its terms.
As of September 30, 2024, and December 31, 2023, -- and shares of Series A Preferred stock are authorized, issued and outstanding.
NOTE 5 – SUBSEQUENT EVENTS
On October 9, 2024, pursuant to the terms of the Merger Agreement, CWR returned shares of the Company’s common stock for cancellation. See “Note 1-Nature and Description of Business-Merger Agreement”. Also, in October 2024, pursuant to the terms of the Merger Agreement, the Company issued an aggregate of (pre-split) shares of its common stock to the former Polomar members in the Merger.
On October 24, 2024, a majority of the members of the Board of Directors voted to extend the Professional Services Agreement between Trustfeed and Mr. Tierney through December 31, 2024, by mutual consent of all the parties to the agreement.
On
November 1, 2024, Polomar effected a
Also on November 1, 2024, the Company amended the Existing Articles to effect an increase in the number of authorized shares of the Company’s “blank check” preferred stock to .
| F-11 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements
This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward- looking statements. These risks include, by way of example and not in limitation:
| ● | the uncertainty of profitability based upon our history of losses; | |
| ● | legislative or regulatory changes concerning platforms with data about companies; | |
| ● | risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern; | |
| ● | risks related to our operations and uncertainties related to our business plan and business strategy; | |
| ● | changes in economic conditions; | |
| ● | uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement of other’s intellectual property; | |
| ● | competition; and | |
| ● | cybersecurity concerns. |
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our Current Report on Form 8-K dated October 4, 2024, in each case under “Risk Factors,” and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
Company Overview
We were incorporated in the State of Nevada on September 14, 2000, under the name of Telemax Communications. On or about July 24, 2003, the name was changed to Healthmed Services, Ltd. The Company had no operations and in accordance with Accounting Standards Codification (ASC) Topic 915 was considered to be in the development stage.
On April 16, 2021, Fastbase, Inc., a Nevada corporation (“Fastbase”), and SCI Inc. entered into a Share Purchase Agreement with Mr. James Shipley, the owner 50,000,000 shares of our Series A Convertible Preferred Stock, for the purchase of 4,750,000 shares of Series A Convertible Preferred Stock for cash consideration of $108,200. Mr. Shipley agreed to cancel 45,000,000 shares in the process. The transaction closed on April 21, 2021.
On September 14, 2021, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with Fastbase for the acquisition of certain assets of Fastbase in exchange for shares of super voting preferred stock in the Company. The assets were associated with Fastbase’s review platform giving access to information about products, which includes proprietary software to crawl, organize, verify, with A.I. rendering, algorithms to do data mining, and an A.I. rendering database of companies, websites, contacts and approximately 500,000 products descriptions. The Company paid for the assets contributed by issuing to Fastbase 45,000,000 shares of the Company’s Series A Convertible Preferred Stock. As a result of these transactions, there was a change in control of the Company and Fastbase acquired voting control over all aspects of the Company, including the election of directors, and other corporate actions of the Company that require shareholder approval.
On September 2, 2022, the Company conducted a reverse split in which each shareholder was issued one common share in exchange for every two thousand common shares of their then-currently issued common stock. On the market effective date of the reverse split, September 2, 2022, there were a total of 266,157 issued and outstanding shares of common stock. In addition to the reverse split, the Company changed its name to Trustfeed Corp.
| 4 |
Also on November 4, 2022:
| ● | The Company cancelled all outstanding shares of Series A Preferred Stock, save 500,000 shares of Series A Convertible Preferred Stock which were outstanding and then held by Fastbase. | |
| ● | The Company reduced its authorized shares of common stock, par value $0.001 per share, from 1,000,000,000 shares to 295,000,000 shares. Polomar also reduced the authorized shares of preferred stock, par value $0.001 per share, from 75,000,000 shares to 500,000 shares. As of November 4, 2022, Polomar had authorized 295,000,000 shares of common stock and 500,000 shares of preferred stock, each with par value of $0.001 per share. | |
| ● | The Company amended and restated its Certificate of Designation for the Series A Preferred Stock to reduce the number of authorized shares of preferred stock designated and available from 50,000,000 shares to 500,000 shares, with the same conversion ratio of 20 shares of common stock for every share of Series A Preferred Stock. | |
| ● | The Company filed Certificates of Withdrawal in Nevada to withdraw the Certificates of Designation for Series B Preferred Stock and Series C Preferred Stock. Following the transaction, the only designated and outstanding shares of preferred stock are the Company’s Series A Preferred Stock. |
Historically, we were in the business of acquiring, leasing, and licensing growers for the cultivation and production (processing and distribution of cannabis and cannabis-related products within an incubator environment). The Company was also in the business of renewable fresh water and real estate. As a result of the change in ownership of the Company in 2021 by Fastbase, the Company became a technology company with access to a global database of information to provide consumers with trusted information about the companies they do business with (the “Pre-Existing Business”).
However, effective as of December 29, 2023 in accordance with a Stock Purchase Agreement, Fastbase, the then record and beneficial owner of (i) 90,437,591 shares of Common Stock of the Company, representing approximately 83% of the Company’s issued and outstanding Common Stock (the “Common Shares”), and (ii) 500,000 shares of the Series A Convertible Preferred Stock, par value $.001 per share, of the Company, representing 100% of the Company’s issued and outstanding shares of Preferred Stock (the “Preferred Shares” and, with the Common Shares, the “Transferred Shares”), sold the Transferred Shares to CWR 1, LLC, a Delaware limited liability Company (“CWR”) for aggregate consideration of $350,000 (collectively referred to as the “Transaction”). Additionally, Rasmus Refer, the Company’s then Chief Executive Officer (principal executive officer, principal accounting officer and principal financial officer) and Chairman and sole member of the Company’s Board of Directors (the “Board”), resigned from all director (as of February 12, 2024), officer and employment positions with the Company and its subsidiaries.
Also as of December 29, 2023, the size of the Board was increased from one director to two directors and Brett Rosen was appointed as a director to fill the vacancy, to serve as director until the next annual meeting of stockholders of the Company, and Mr. Rosen was appointed President, Chief Financial Officer, Secretary and Treasurer of the Company.
Upon the consummation of the Transaction on December 29, 2023, the Company experienced a change in control. The Transaction and related transactions had the following consequences:
| ● | New management anticipated entering into a future transaction involving the Company, which could result in the acquisition of one or more businesses, companies or asset classes, including but not limited to intellectual property assets and that may be owned by affiliates of management. | |
| ● | The Company’s new management evaluated the Company’s Pre-Existing Business as part of these possible future transactions, and had suspended our operations relating to the Pre-Existing Business, with the expectation of permanently shutting down, spinning off or assigning the Pre-Existing Business at the time of such future transaction(s). |
| 5 |
Effective as of March 21, 2024, Brett Rosen resigned from all of his officer and director positions with the Company, and he was replaced in all such positions by Terrence M. Tierney.
Merger Agreement
On June 28, 2024, the Company, Polomar Acquisition, L.L.C., a Florida limited liability company and wholly owned subsidiary of the Company (“Merger Sub”) and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”) entered into an Agreement and Plan of Merger and Reorganization (as amended on September 30, 2024, the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Polomar, with Polomar continuing as the surviving company (the “Surviving Company”) and a wholly owned subsidiary of the Company (the “Merger”).
At the effective time of the Merger on September 30, 2024 (the “Effective Time”), each 1% of the outstanding membership interest of Polomar will be automatically converted into the right to receive 2,074,141.47 shares of Company common stock (the “Exchange Ratio”). Following the consummation of the Merger, at the Effective Time, former members of Polomar owned an aggregate of 75% of the Company and then-existing stockholders of the Company owned an aggregate of 25% of the Company. At or prior to the Effective Time, CWR 1, LLC, the Company’s then-majority owner with an 83.3% beneficial ownership stake in the Company, converted its 500,000 shares of Company Series A Convertible Preferred Stock into 10,000,000 shares of Company common stock, and returned for cancellation 50,000,000 shares of the Company’s common stock for cancellation. Affiliates or other related parties of CWR owned a majority of the membership interests of Polomar immediately prior to the Effective Time.
On September 30, 2024, the Merger and the other transactions described in the Merger Agreement were consummated. The Merger is considered a “reverse merger” as the historical financial statements of Polomar, the accounting acquirer, have been substituted for the historical financial statements of Trustfeed. As a result of the Merger, the Company ceased commercializing the Pre-Existing Business and now operates Polomar Specialty Pharmacy, 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. The Company 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. The Company also anticipates applying for a drug export permit in early 2025.
As part of the Merger, the Company acquired SlimRxTM (slimrx.com), a weight loss focused online platform that connects patients with licensed physicians to prescribe weight loss medications such as semaglutide (Ozempic, Wegovy, Rybelsus) and while originally, the Company expected to fulfill tirzepatide (Monjouro, Zepbound) prescriptions through SlimRx, since the Food and Drug Administration removed tirzepatide from its drug shortage list, the Company no longer intends to fulfill prescriptions for that drug. SlimRx filed an application for statutory trademark protection on August 29, 2024. The prescriptions issued via SlimRx are fulfilled by the Company. The Company also expects to launch PoloMedsTM (polomeds.com) during the fourth quarter of 2024 to fulfill prescriptions for diabetes medications including metformin compounds, sulfonylureas, and insulin; compounded erectile dysfunction medications sildenafil (Viagra) and tadalafil (Cialis) 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.
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.
Merger Valuation
The Company utilized the following process to determine the fair market value of $18,975,000 for the acquisition of all of Polomar Specialty Pharmacy’s intellectual property, intangible assets and plant and equipment.
We utilized a three-step process to determine the fair value of Synergistic Equity Value of the Company:
1. we determined the aggregate equity value of Polomar. After due consideration of all appropriate and generally accepted valuation methodologies, our analysis has been developed primarily on the basis of: (i) the market approach, specifically the guideline public company method; and (ii) the income approach, specifically the discounted cash flow method.
2. we determined the aggregate equity value of Trustfeed. After due consideration of all appropriate and generally accepted valuation methodologies, our analysis has been developed primarily on the basis of: (i) the asset-based approach, specifically the adjusted book value method.
3. we added the fair value of equity of Trustfeed and Polomar arrive at the Fair Value of Synergistic Equity Value of the Company.
We used a two-step process to determine the fair value of the Transaction Consideration:
1. we divided the fair value of Synergistic Equity Value of the Company by Trustfeed’s postclosing shares outstanding to arrive at the per share equity value of the Company.
2. we multiplied the per share equity value by the number of shares owned by current Company shareholders to arrive at the fair value of Transaction Consideration.
License Agreement
On June 29, 2024, Polomar Health Services, Inc., a Nevada corporation (“Company”), executed a Know How and Patent License Agreement (the “Agreement”) with Pinata Holdings, Inc., a Delaware corporation (“Pinata”), to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). The license is worldwide, non-exclusive and non-transferable but may be sub-licensed pursuant to the terms of the Agreement.
The Company shall be obligated to pay a royalty to Pinata ranging from ten percent (10%) to twenty percent (20%) of the net sales from products utilizing the IP Rights containing the Ingredients.
The Agreement has a perpetual term, subject to the right of either party to terminate (a) if the other party commits a material breach of its obligations under the Agreement and fails to cure such breach and (b) at any time upon 180 days prior written notice to the other party.
It is the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by it.
License Agreement Valuation
As of the date of this filing the Company has not utilized any of the licensed intellectual property and has incurred no expenses or realized any revenues from the license agreement. The Company presently values this agreement at -0-.
Results of Operations for the Three and Nine Months Ended September 30, 2024, and September 30, 2023
Revenues
The Company had revenues of $9,849 and $37,954 for the three and nine months ended September 30, 2024, compared to revenues of $21,457 and $24,556 for the three and nine months ended September 30, 2023. The increase in revenues over the previous accounting periods was primarily due to the Company’s fulfillment of medical prescriptions.
| 6 |
Operating expenses, which consisted mainly of general and administrative expenses, increased to $280,197 for the three months ended September 30, 2024, from $154,061 for the three months ended September 30, 2023, an approximately 82% increase, and to $644,377 for the nine months ended September 30, 2024, from $368,781 for the same period ended September 30, 2023, an approximately 75% increase from the period ended September 30, 2023.
Our operating expenses for the nine months ended September 30, 2024, consisted mainly of legal and accounting fees associated with our SEC filings of $115,497 and payroll of $220,957. In comparison, our operating expenses for the nine months ended September 30, 2023, consisted mainly of programming fees of $82.945 and consulting fees of $58,739.
Net Loss
We recorded a net loss of $271,333 and $622,544 for the three and nine months ended September 30, 2024, respectively, as compared with a net loss of $172,163 and $383,780 for the three and nine months ended September 30, 2023, respectively, in all cases as a result of the expenses incurred and insufficient revenues generated during the respective periods, as described further above.
Liquidity and Capital Resources
To date, we have has not generated material revenues from operations. We have incurred losses since inception and negative cash flows from operating activities for all periods presented. As of September 30, 2024, we had total current assets of $156,105 and total current liabilities of $953,763. We had working capital of ($797,658) as of September 30, 2024, as compared with ($90,187) as of December 31, 2023.
We currently do not have sufficient cash to fund our operations for the next 12 months and we require additional working capital for ongoing operating expenses, which has been funded during the nine-month period ended September 30, 2024, by related party loans. We anticipate adding consultants or employees for 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 traditional 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. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
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 revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of September 30, 2024, the Company had $16,202 cash on hand and had an accumulated deficit of $2,192,373. For the nine months ended September 30, 2024, the Company had a net loss of $622,544 and cash used in operations of $704,792. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.
Over the next twelve months management plans to raise additional capital and to invest its working capital resources in its existing business and other potential business opportunities. However, there is no guarantee the Company will raise sufficient capital to continue operations. The condensed unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
| 7 |
Cash Flows
Net cash used in operating activities was $(704,792) for the nine months ended September 30, 2024, as compared with $(314,191) net cash used in operating activities for the nine months ended September 30, 2023. The increase in the net cash used in operating activities was due primarily to increased staffing and facility expenses
Net cash used in investing activities was $(90,893) for the nine months ended September 30, 2024, as compared with $(132,000) net cash used in investing activities for the nine months ended September 30, 2023. The decrease in the net cash used in investing activities was due to mainly to fewer purchases of durable equipment.
Financing activities provided $803,079 in cash for the nine months ended September 30, 2024, as compared with $257,118 for the nine months ended September 30, 2023. Our financing cash flow for 2024 consisted mainly of proceeds from related party debt and for 2023 it consisted of proceeds from the issuance of common stock.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
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 December 31, 2023. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, 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 December 31, 2023, 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended September 30, 2024, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
| 8 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A. Risk Factors
See risk factors included in our Annual Report on Form 10-K filed on April 15, 2024, and in our Current Report on Form 8-K dated October 4, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
All unregistered issuances of equity securities during the period covered by this quarterly report have been previously disclosed on our Current Reports on Form 8-K.
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During
the three months ended September 30, 2024, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934,
as amended, of the Company
Item 6. Exhibits
Exhibit Number Description of Exhibit
| (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 September 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 July 2, 2024 |
| (5) | Incorporated by Reference to the Current Report on Form 8-K filed October 17, 2024 |
| (6) | Incorporated by Reference to the Current Report on Form 8-K filed August 21, 2024 |
| 9 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Polomar Health Services, Inc. | ||
| Date: | November 19, 2024 | |
| By: | /s/ Terrence M. Tierney | |
| Terrence M. Tierney | ||
| Title: | Interim President, Interim Chief Financial Officer and Director | |
| (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer) | ||
| 10 |
Exhibit 2.3
WAIVER AND AMENDMENT AGREEMENT
WAIVER AND AMENDMENT AGREEMENT (this “Agreement”), dated as of September 30, 2024, by and among Trustfeed Corp., a Nevada corporation (“Parent”), Polomar Acquisition, L.L.C., a Florida limited liability company (“Merger Sub”) and a wholly owned subsidiary of Parent, and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to those terms in the Merger Agreement (as defined below).
WHEREAS, Parent, Merger Sub and the Company entered into that certain Agreement and Plan of Merger and Reorganization dated as of June 28, 2024 (the “Merger Agreement”); and
WHEREAS, the Parties wish to amend the Merger Agreement and waive certain closing conditions described therein pursuant to the terms and conditions contained in this Agreement, and to confirm the parties’ intention to proceed towards the Closing.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. All of the above recitals are hereby incorporated by reference and made part of this Agreement.
2. The Company hereby waives any and all breaches and/or defaults, if any, by Parent under Section 4.2 of the Merger Agreement.
3. Parent hereby waives any and all breaches and/or defaults, if any, by the Company under Section 4.1 of the Merger Agreement.
4. Section 5.14 of the Merger Agreement is hereby amended and restated in its entirety as follows:
“Cancellation of Parent Capital Stock. On or prior to the Closing Date, Parent shall redeem or otherwise acquire from its majority shareholder, for cancellation, 50,000,000 shares of Parent Capital Stock.”
5. The Company hereby waives the closing conditions described in Section 6.3(f) and Section 6.3(h).
6. The definition of “Exchange Ratio” in Exhibit A of the Merger Agreement is hereby amended by replacing “357,414.14” and replacing same with “2,074,141.47”.
7. By executing this Agreement, each Party hereby waives, releases and discharges any and all claims or causes of action, if any, of every kind and nature whatsoever, whether at law or in equity, arising at or prior to the date hereof, which it may have against the other Parties and/or its officers and employees in connection with this Agreement.
8. Except as specifically provided in this Agreement, the Merger Agreement shall continue in full force and effect in accordance with its terms.
9. This Agreement may be executed in counterparts, each of which will be deemed an original document, but all of which together shall constitute but a single document. An executed facsimile or .pdf of this Agreement shall be deemed to be a valid and binding agreement between the parties hereto.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby agree to the terms and conditions as set forth hereinabove.
| TRUSTFEED CORP. | ||
| By: | /s/ Terrence M. Tierney | |
| Name: | Terrence M. Tierney | |
| Title: | Interim President & Interim Chief Financial Officer | |
| POLOMAR SPECIALTY PHARMACY, LLC | ||
| By: | /s/ Kimberly Mattera | |
| Name: | Kimberly Mattera | |
| Title: | Manager, Authorized Signatory | |
POLOMAR ACQUISITION, L.L.C. | ||
| By: | /s/ Terrence M. Tierney | |
| Name: | Terrence M. Tierney | |
| Title: | Manager | |
Exhibit 14.1
CODE OF ETHICS
Polomar Health Services, Inc. (“Polomar”) will conduct its business honestly and ethically wherever we operate in the world. We will constantly improve the quality of our services, products and operations and will create a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of officers, directors, employees or affiliates is in the company’s best interest.
Polomar will not compromise its principles for short-term advantage. The ethical performance of this company is the sum of the ethics of the employees who work here. Thus, we are all expected to adhere to high standards of personal integrity. Officers, directors, and employees of the company must never permit their personal interests to conflict, or appear to conflict, with the interests of the company, its clients or affiliates. They must be particularly careful to avoid representing Polomar in any transaction with others with whom there is any outside business affiliation or
relationship. They shall avoid using their company contacts to advance their private business or personal interests at the expense of the company, its clients or affiliates.
No bribes, kickbacks or other similar remuneration or consideration shall be given to any person or organization in order to attract or influence business activity. Officers, directors and employees shall avoid gifts, gratuities, fees, bonuses or excessive entertainment, in order to attract or influence business activity.
Officers, directors and employees of Polomar will often come into contact with, or have possession of,
proprietary, confidential or business-sensitive information and must take appropriate steps to assure that such information is strictly safeguarded. This information – whether it’s on behalf of our company or any of our clients or affiliates – could include strategic business plans, operating results, marketing strategies, customer lists, personnel records, upcoming acquisitions and divestitures, new investments, and manufacturing costs, processes and methods.
Proprietary, confidential and sensitive business information about this company, other companies, individuals and entities should be treated with sensitivity and discretion and only be disseminated on a need-to-know basis.
Misuse of material inside information in connection with trading in the company’s securities can expose an individual to civil liability and penalties.
Directors, officers, and employees in possession of material information not available to
the public are “insiders.” Spouses, friends, suppliers, brokers, and others outside the company who may have acquired the information directly or indirectly from a director, officer or employee are also “insiders.” This prohibits insiders from trading in, or recommending the sale or purchase of, the company’s securities, while such inside information is regarded as “material”, or if it’s important enough to influence you or any other person in the purchase or sale of securities of any company with which we do business, which could be affected by the insider information.
The following guidelines should be followed in dealing with inside information:
Until the material information has been publicly released by the company, an employee must not disclose it to anyone except those within the company whose positions require use of the information.
Employees must not buy or sell the company’s securities when they have knowledge of material information concerning the company until it has been disclosed to the public and the public has had sufficient time to absorb the information.
Officers, directors, and employees will seek to report all information accurately and honestly, and as otherwise required by applicable reporting requirements.
Officers, directors, and employees will refrain from gathering competitor intelligence by illegitimate means and refrain from acting on knowledge which has been gathered in such a manner. The officers, directors, and employees of Polomar will seek to avoid exaggerating or disparaging comparisons of the services and competence of their competitors.
Officers, directors, and employees will obey all Equal Employment Opportunity laws and act with respect and responsibility towards others in all of their dealings.
Officers, directors, and employees agree to disclose unethical, dishonest, fraudulent, and illegal behavior, or the violation of company policies and procedures, directly to management.
Violation of this Code of Ethics can result in discipline, including possible termination. The degree of discipline relates in part to whether there was a voluntary disclosure of any ethical violation and whether or not the violator cooperated in any subsequent investigation.
| The Board of Directors | |
| Polomar Health Services, Inc. | |
| October 11, 2024 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Terrence M. Tierney, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Polomar Health Services, Inc. | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 19, 2024 | |
| /s/ Terrence M. Tierney | |
| Terrence M. Tierney | |
| Interim President and Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Terrence M. Tierney, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Polomar Health Services, Inc. | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared. | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 19, 2024 | |
| /s/ Terrence M. Tierney | |
| Terrence M. Tierney | |
| Interim Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Polomar Health Services, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Terrence M. Tierney, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the company.
| /s/ Terrence M. Tierney | |
| Terrence M. Tierney | |
Interim President and Chief Financial Officer (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer) | |
| November 19, 2024 |