Trustfeed Corp

NOTE 1 –NATURE AND DESCRIPTION OF BUSINESS

Trustfeed Corp. (“the Company”) was incorporated in the State of Nevada on September 14, 2000, as Telemax Communications, Inc. On July 14, 2003, the Company changed its name to HealthMed Services, Ltd. The Company suspended its operations as a result of the Change of Control Transaction (defined below), and in accordance with Accounting Standards Codification (ASC) Topic 915 is considered to be in the development stage.

On April 16, 2021, a board member agreed to sell, assign, and transfer 4,850,000 shares of Company’s Series A Preferred Stock and deliver to the Company for cancellation and return to treasury 45,000,000 shares of Company Series A Preferred Stock.

On April 27, 2021, James Shipley resigned as President, Secretary, Treasurer, and Director of the Company at which time Rasmus Refer was appointed to these positions.

On September 23, 2022, the Company changed its name to Trustfeed Corp. and its ticker to TRFE, and the Company acquired assets and 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”).

On 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, and (ii)500,000 shares of the Series A Convertible Preferred Stock of the Company, representing 100% of the Company’s issued and outstanding shares of Preferred Stock (clauses (i) and (ii), collectively, the “Transferred Shares”), sold the Transferred Shares to CWR 1, LLC, a Delaware limited liability Company (“CWR”) for aggregate consideration of $350,000 (the “Change of Control 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, resigned from all director, 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 and President, Chief Financial Officer, Secretary and Treasurer of the Company.

Upon the consummation of the Change of Control Transaction on December 29, 2023, the Company experienced a change in control. The Change of Control Transaction and related transactions had the following consequences:

Effective as of March 21, 2024, subsequent to the Balance Sheet date, 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.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the period presented have been reflected herein.

It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

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 not have any cash equivalents as of December 31, 2023 and 2022.

Stock-based compensation

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, 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.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the 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

We recognize 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.

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.

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 December 31, 2023, 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 December 31, 2023 and 2022.

NOTE 3 -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 December 31, 2023, the Company had $224 cash on hand. At December 31, 2023, the Company has an accumulated deficit of $1,398,333. For the year ended December 31, 2023, the Company had a net loss of $416,500, and cash used in operations of $371,864. 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 while it identifies and completes a planned acquisition of an Operating Business. However, there is no guarantee the Company will acquire an Operating Business or that, in the event it does acquire an Operating Business, it will generate sufficient revenues or raise capital to continue operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Recent accounting pronouncements

Company management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 4 –RELATED PARTY TRANSACTIONS

Due from related party

During the year ended December 31, 2023, the Company made advances to a shareholder totaling $40,000 and received repayments totaling $2,568. On September 30, 2023, the Company’s Board of Directors approved the forgiveness of the receivable. The balance of the receivable in the amount of $37,432 was recorded to Forgiveness of receivable – related party.

During the year ended December 31, 2023, the Company made advances to a company commonly controlled by a director of the Company totaling $113,882. The advances have 0% interest and are due upon demand. During the year ended December 31, 2023, the Company borrowed $4,697 from a shareholder for payment of operating expenses and repaid $67,568 of advances to the same shareholder from the prior period. On December 1, 2023, the Board of Directors forgave the entire balance of the note and the net receivable balance of $109,185, was recorded to Forgiveness of receivable – related party.

NOTE 5 –INCOME TAXES

For the years ended December 31, 2023 and 2022, the cumulative net operating loss carry-forward from continuing operations is approximately $1,398,333 and $981,833, respectively, and will expire beginning in the year 2032.

The cumulative tax effect at the expected rate of 21% of significant items comprising the Company’s net deferred tax amount is as follows as of December 31, 2023 and 2022:

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $1,398,333 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

Due to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%.

NOTE 6 –STOCKHOLDERS’ DEFICIT

The Company is authorized to issue 295,000,000 authorized shares of common stock with a par value of $0.001 as of December 31, 2023 and 2022. On November 4, 2022, 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. On June 3, 2022, the Board authorized the execution of a reverse split of the issued and outstanding shares of the Corporation’s common stock at a ratio of up to one post-split share per two thousand pre-split shares (1:2,000) . The reverse split was approved by FINRA on September 2, 2022.

The Company had 109,138,049 and 107,582,614 issued and outstanding shares of common stock as of December 31, 2023 and 2022, respectively.

The Company also has 500,000 authorized shares of preferred stock with a par value of $0.001, which the Company has designated as Series A Preferred Stock. On November 4, 2022, the Company reduced its authorized shares of preferred stock from 50,000,000 shares to 500,000 shares. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder at a rate of 30% of the market price of the stock based on a 10 day average trading price of the common stock. In addition, the holders of the Series A Preferred have voting rights equal to 20 votes for each Preferred share held. As of December 31, 2023 and 2022,500,000 and 500,000 shares of Series A Preferred stock are issued and outstanding, respectively.

On November 4, 2022, 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 filings, the only designated and outstanding shares of preferred stock are the Company’s Series A Preferred Stock.

During the year ended December 31, 2023, the Company issued 1,555,435 shares of common stock for cash proceeds of $253,236, of which $37,044 had been received in a prior period.

NOTE 7 –SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2023, to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.