NATURE AND DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

NATURE AND DESCRIPTION OF BUSINESS

NOTE 1 – NATURE AND DESCRIPTION OF BUSINESS

Corporate History and Capital Structure

The Company was 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 Series A Convertible Preferred Stock in Trustfeed Corp. (“Trustfeed” or “Company”) for the purchase of 4,750,000 shares of Series A Convertible Preferred Stock for cash consideration of $108,200 USD. Mr. Shipley agreed to cancel 45,000,000 shares in the process. The transaction closed on April 21, 2021.

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 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, Trustfeed 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.

On November 4, 2022:

● Trustfeed 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.

● Trustfeed reduced its authorized shares of common stock, par value $0.001 per share, from 1,000,000,000 shares to 295,000,000 shares. Trustfeed 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, Trustfeed 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.

● 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 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.

● 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”).

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 Trustfeed’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 Trustfeed, representing 100% of the Trustfeed’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, Trustfeed’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 Trustfeed 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 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 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 Trustfeed and then-existing stockholders of Trustfeed owned an aggregate of 25% of Trustfeed. At or prior to the Effective Time, CWR, Trustfeed’s then majority owner with an 83.3% beneficial ownership stake in Trustfeed, converted its 500,000 shares of Company Series A Convertible Preferred Stock into 10,000,000 shares of common stock, and returned for cancellation 50,000,000 shares of the Company’s common stock for cancellation. Affiliates of CWR 1 or other related parties 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.

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 SlimRx^TM (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 PoloMeds^TM (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, 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 (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.

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 -0-.

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 5,000,000.
3.	To authorize, but not require, an amendment to the Existing Articles, to effect a reverse stock split with a ratio of 1-for-10.
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.