Trustfeed Corp

Corporate History and Capital Structure

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 Series A Convertible Preferred Stock in Trustfeed Corp. (“Trustfeed” or the “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 the same date, Mr. Shipley, the Company’s then majority shareholder, officer and director, resigned as President, Secretary, Treasurer, and Director of the Company at which time Rasmus Refer, the CEO of Fastbase, Inc., was appointed to these positions.

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 value 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 October 26, 2022, Fastbase requested that the board of directors cancel and return to unissued capital stock, the remaining shares of its Series A Convertible Preferred Stock, such that it would hold 500,000 shares of Series A Convertible Preferred Stock after the transaction. 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.

Also on November 4, 2022:

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 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, subject to his prior resignation or removal, and until his successor is duly elected and qualified, 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:

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.

Our address is 10940 Wilshire Boulevard, Suite 705, Los Angeles, CA 90024.

Pre-Existing Business

General

The below description of our Pre-Existing Business assumes that we are continuing to operate the Pre-Existing Business as did our prior management from before the Transaction. However, we recently suspended all operations and business relating to the Pre-Existing Business, and we cannot assure you that we will restart such business or operations. It is more likely that we will permanently shut down, spin off or assign the Pre-Existing Business.

To make sound purchasing decisions, consumers need to trust the companies they buy from and the products they sell. Two big problems stand in the way:

1. Finding Trustworthy Company Information

There is no go-to place to get reliable company information. In each country the Government may have a searchable database which will give very basic information. One would need to look at the company website, LinkedIn, Glassdoor, Google My Business or paid services like LinkedIn Sales Navigator, D&B or Forrester.

Review sites have little real information about the company. They mostly focus on a brief description, and it varies from one site to the other.

When over 50% of Amazon sales are made through third party sellers (42 billion USD in third party service revenues), the Company believes it is important to be able to have fundamental information available about a company. A European-sounding company name like Elle Network may turn out to be located in Zhengzhou City, and that can affect delivery times and returns or product support.

2. Trusting reviews

On the other hand, there is no shortage of review sites. Regardless of whether a business buyer (B2B) or a consumer (B2C) there are a few options to perform due diligence and research the companies and products on offer.

B2B buyers of software will use one of the growing numbers of software reviewing sites that aggregate reviews like G2, Capterra or IT Central Station. Any company can create a listing. To encourage reviews, incentives are offered, or the vendor sends the invitation to the reviewer.

B2C buyers go to sites that specialize in consumer product reviews for anything from kitchen goods to garden furniture. Most people are familiar with sites like Amazon, Trustpilot, Best Buy, Google and Yelp. According to publicly available information or other sources we deem reliable, we believe that nearly half of U.S. internet users start product searches on Amazon compared to 35% on Google.

There are good reviews and bad reviews. It is not possible to tell whether a glowing review was written by the business owner, its employee or a paid reviewer. A study of fraud found that up to 16% of Yelp review were suspicious. Some Amazon categories had up to 64% of fake reviews.

Bad reviews are written not just by consumers. They are written by the competition, disgruntled employees, in naming and shaming or just for malicious fun. Many sites combine reviews in their comments sections. It is so easy to manipulate site content that reviews are becoming less trustworthy every day. Even the review sites themselves are often shills for companies or affiliate programs.

The Solution

The Pre-Existing Business relies on access to a global database of company information, and offers software-as-a-service (“SaaS”) based applications and services to its business and consumer customers. The Company believes that trust is the foundation of the buyer digital journey. Consumers are jaded by the ‘wild west’ approach to reviews and company information and want the reassurance that the information they are reading is from a reliable authority. Proprietary and modern crawler technology, machine learning and Artificial intelligence tools are the techniques behind this fight for trustworthy information.

Crawl, Aggregate, Verify and Organize (COVA)

Using its COVA system of gathering and organizing data, users are able to access valuable information about companies spanning 130 countries. They will get an immediate picture of the company and products based on source information and in addition there will be an aggregate view of reviews. Using complex algorithms, the Company would calculate a rating that takes into account many other reviews already done, remove any suspicious ones and provide users with the most likely version of facts.

Business Model

Trustfeed introduced a flexible, modular subscription model where businesses can use Trustfeed’s basic services for free and will be able to subscribe for additional paid services on Trustfeed’s platform. Extended options will be added for companies to access their profile and contribute additional useful information, org charts, product information and contact points. Users will be able to contribute their own reviews of products.

Until its suspension, the Company continuously increased the data available through its proprietary and modern web- crawling technology. Our capital is the data we have aggregated and organized and the know-how to collect it. The data from over 50 million company domains forms the backbone of the Trustfeed solution. Until the Transaction, Trustfeed aimed to be the uber review-site and put trust back into the review equation.

Market for Products and Services

There has been a post-Covid 19 surge in the volume of online ratings and reviews (40 to 80 percent higher during the core pandemic months in 2020, compared with 2019). E-commerce, which had already been expanding, experienced ten years’ growth during the first quarter of 2020. This tsunami of reviews has taken the importance of product feedback to new heights, giving it greater weight and credibility. The elephant in the room for e-commerce and consumers has always been how to determine reviewer integrity and disregard fake and malicious reviews. Trustfeed has reviewer integrity as its purpose-driven foundation stone. Its symbiotic approach uses machine learning and artificial intelligence tools to empower customers with a voice, putting trust back into purchasing. This symbiotic approach also gives companies the platform and product feedback cycle to uncover ways to improve next generation products and services. Trustfeed allows product teams to track star ratings and mine review text for next generation insights. Through Trustfeed’s validated data companies can determine or predict future innovative offerings that increase market-share and even unlock new product categories. In the best cases, better products might help companies leapfrog their competitors by driving much greater organic growth.

Products and Services

Trustfeed enables businesses to create brand awareness, get endorsement of their products and have a feedback loop for product improvement. Many people read online company or product reviews and trust them as much as personal recommendations. Trustfeed’s aim is to revolutionize the company data and product review world with a trusted platform of reviews and company profiles.

Trustfeed has reviewer integrity as its purpose-driven foundation stone. Its symbiotic approach uses machine learning and artificial intelligence tools to empower customers with a voice, putting trust back into purchasing. This symbiotic approach also gives companies the platform and product feedback cycle to uncover ways to improve next generation products and services.

The service allows product teams to track star ratings and mine review text for next generation insights. Through Trustfeed’s validated data companies can determine or predict future innovative offerings that increase market share and even unlock new product categories. In the best cases, better products might help companies leapfrog their competitors by driving much greater organic growth.

Trustfeed uses its own proprietary and modern crawler technology, machine learning and Artificial intelligence tools which are the techniques behind the goal for trustworthy information. With the technology Trustfeed is continuously adding companies and company information with the aim of ensuring current accurate and reliable company information available 24/7.

The Company has only generated revenue from its Leads revenue model, which is discussed below under “Revenue models” with the other prospective revenue models. Aside from the Submit Company Profile model, these other revenue models have not yet generated any revenue for the Company, and as a result of the suspension of the Pre-Existing Business, the Company does not expect to generate any further revenue from the Pre-Existing Business, nor does it expect to launch, market or sell any of its models at this time.

Reviews & ratings

Trustfeed services provides aggregated reviews from trusted sources like: Amazon, Google, Maps, Yelp, Tripadvisor and reviews from anyone signed up to Trustfeed website.

Company profile listing

Companies claiming a trustfeed profile will be able to add their own content and information about the company to better inform the B2B market. Benefits of this are:

Retail will be able to highlight their service or product in search results. Google target ads appear in Trustfeed results.

Leads

The Company has generated all of its revenue in 2022 from customized data packages -a Leads Ordering system for the purpose of generating lists of sales leads. The system includes the possibility to browse leads by 5,000 categories and by location. An example of this system is found at https://www.trustfeed.com/countryindex/United-states/A/Aluminum-supplier. Users have the option to filter leads and order. Users pay for these lists of leads by ordering one or more leads based on their filters and pay per list. Under these agreements, the data is provided to the customer on either a one time or agreed upon schedule. Revenue is recognized upon completion and delivery of the data by the Company. Payment is via credit card or PayPal.

Subscriptions and access to profile

Companies in the B2B space can request access to a profile already generated by Trustfeed with its company data. While the Company has not yet generated any revenue under this model, companies may pay a one-time fee for such access. Having access to the profile is expected to give the companies the opportunity to build valuable information about products, services, special offers, discount codes, deals etc. Payment for access to said profile is via credit card or PayPal.

Advertising

We believe companies will be able to pay for advertising banners and highlight product deals. Revenue which may develop from this service is expected to be provided on a subscription basis, billed in advance and revenue would be recognized daily over the life of the contract, which is expected to be month to month. Payment is via credit card or PayPal.

Submit Company Profile

Submit profile allows companies to create their own profile if Trustfeed doesn’t already have the company in its database, and then be visible in Trustfeed platform. Company Profiles in Trustfeed are also included in Google Search results. Revenue is recognized upon completion and is based on a yearly or monthly recurrent payment plan.

Marketing

We have suspended all marketing as a result of the Transaction and the suspension of the Pre-Existing Business.

Intellectual Property

Trustfeed developed intellectual property to differentiate our products and technology, mitigate infringement risks, and develop opportunities for licensing. We devoted resources to developing and protecting our business concept and continuously seek to identify and evaluate our intellectual properties. Our intellectual property portfolio allows us to use proprietary technologies that are not available to our competitors. We compete based on the variety of features we offer and a traditional cost/benefit analysis against alternative technologies and solutions. In connection with our intellectual property licensing goals, we will grant exclusive right to sublicense our intellectual property assets existing based on reseller services in exchange for various strategic and financial benefits, including profit participation. We do not assure you that the protection of our proprietary assets will be adequate or that our competitors will not independently develop similar technologies, or design around any of our intellectual property.

At this time, we will not be filing for patents for various reasons:

A patent application means making certain technical information about our intellectual properties publicly available. As part of obtaining a patent, the inner workings of an invention must be publicly disclosed in a patent specification. We anticipate that keeping our intellectual assets secret will keep competitors at bay more effectively.

Additionally, all patents eventually expire such that the previously protected intellectual property becomes free to be exploited by the public.

Given the above, patents are a suitable form of protection if competitors can readily reverse engineer intellectual property.

However, for intellectual property that cannot be readily reproduced by others, it can easier be kept a trade secret. Applying for a patent can be a very time-consuming and it will cost money whether applications are successful or not - the application, searches for existing patents and a patent attorney’s fees can all contribute to a reasonable outlay as well as annual fee for patent.

Competition

Our business is characterized by rapid change and converging, as well as new and disruptive, technologies. We face competition in every aspect of our business, particularly from companies that seek to connect people with information on the web and provide them with relevant information. If we do not continue to innovate and provide products and services that are useful to users, we may not remain competitive, and our revenues and operating results could be adversely affected.

We face competition from large companies, such as Tripadvisor, Yelp, Glassdoor, Trustpilot and Capterra, as well as to a certain extent Social networks, such as Facebook, LinkedIn and Twitter. Some users are relying more on social networks for product or service referrals than website like Trustfeed.

With Tripadvisor, Yelp and Trustpilot, users search for local shops, hotels, restaurants to get more information about location, reviews and their ratings. Trustfeed also offers those services with a platform built on a very large and constantly growing database of companies and reviews of around 300 million companies. Our primary product that competes with the 3 platforms is paid “company registration” and “premium” promotion.

We included Glassdoor as a possible competitor because their job portal offers “ratings and reviews of companies,” so users can gain insights into current (and ex-employees’) experiences, thus determining whether an employer is appropriate for their job application.

To some extent, all the major social media sites, such as Facebook, LinkedIn and Twitter, offer company search, where users can access facts, news, blog posts, reviews about companies and local businesses. Since the social platforms also offer advertising and promotion, we considered them partial competitors to Trustfeed.

All of the above companies are much larger than our company, are more established, have more resources at their disposal, have a marketing presence and brand names that are far more readily known in the industry, than our company.

We are unaware of any current competitor that has a database such as our database with over 300 million companies from over 100 counties. We believe it is this amount of company data and market insight that gives Trustfeed a competitive advantage. Furthermore, Trustfeed benefits from the low cost for updating and maintaining company data using in-house developed software. Almost everything is automated and therefor requires low manpower.

We also compete to attract and retain data providers and marketing agencies for whom we will distribute or license information, primarily based on the size and quality of our database, our ability to help these partners generate revenues from advertising, and the terms of our agreements with them.

Competitive Advantages

We are using advanced proprietary algorithms and AI to deliver the most trustworthy results.

Trustfeed has over 100 million entries in its database.

Our platform, and the fast expanding big-data ecosystem that underpins it, enables Trustfeed to offer SaaS-based applications and services that are unique to Trustfeed and provide high-value intelligence and capabilities to its customers.

Government Regulations

Our worldwide business activities are subject to various federal, state, local, and foreign laws and our products could be governed by a number of rules and regulations. The efforts and expenditures needed to comply with these laws, rules, and regulations do not presently have a material impact on our results of operations, capital expenditures, or competitive position. Nevertheless, compliance with existing or future government laws, including, but not limited to, our operations, products, global trade, business acquisitions, employee health and safety, and taxes could have a material adverse effect on our future results of operations, capital expenditures, or competitive position.

Smaller Reporting Company

The Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”, these exemptions will continue to be available to us.

Human Capital

As of April 12, 2024, we have no employees and one consultant, Terrence M. Tierney, who is acting as our sole executive officer and director. He oversees day-to-day and administration functions of the Company. As required, we would engage consultants to provide services to the Company, including regulatory, legal and corporate services. We expect to be subject to labor laws and regulations in the U.S. as we re-commence operations or acquire a new business. These laws and regulations would principally concern matters such as paid sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment.

We believe that we will be able to attract and retain top talent by creating a culture that challenges and engages our employees, offering them opportunities to learn, grow and achieve their career goals.