Trustfeed Corp
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 14, 2024
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-15.
0001493152-24-019688
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001493152-24-032220
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 37 previous paragraphs and 49 current paragraphs.
25 unchanged; 12 reworded; 12 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Proposed Polomar Merger
Current report
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 (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 and a wholly owned subsidiary of the Company (the “Merger”).
Current report
At the effective time of the Merger, each 1% of the outstanding membership interest of Polomar will be automatically converted into the right to receive 357,414.14 shares of Company common stock, assuming the Reverse Stock Split (as defined in Note 6 to the financial statements included elsewhere in this Quarterly Report on Form 10-Q). No fractional shares of Company common stock will be issued in the Merger. Following the consummation of the Merger, former members of Polomar are expected to own an aggregate of 75% of the Company and current stockholders of the Company are expected to own an aggregate of 25% of the Company. Notwithstanding the foregoing, the Merger Agreement provides that CWR 1, LLC, the Company’s majority owner with an 83.3% beneficial ownership stake in the Company, shall convert its Company Series A Convertible Preferred Stock into Company common stock, and return for cancellation such number of shares of the Company’s common stock so that, subsequent to the Merger, the Company shall have a public float of at least 10% of the Company’s issued and outstanding shares of common stock. An affiliate of CWR 1, LLC owns a majority of the membership interests of Polomar.
Current report
The Board and the managers and members of Polomar unanimously approved the Merger Agreement and the transactions contemplated thereby.
Current report
It is the intention of the Company to change its name to Polomar Health Services, Inc. and change its trading symbol to more appropriately reflect the name change.
Current report
License Agreement
Current report
On June 29, 2024, the 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.
Current report
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.
Current report
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.
Current report
It is the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by it subsequent to its planned acquisition of Polomar, pursuant to the Merger.
Current report
The foregoing summary of the Agreement and the IP Rights does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Current report
Pinata is an affiliate of CWR 1, LLC, the Company’s majority shareholder, through common ownership.
Reworded paragraphs (12)
Previous wording
Results of Operations for the Three Months Ended March 31, 2024 and March 31, 2023
Current wording
Results of Operations for the Three and Six Months Ended June 30, 2024, and June 30, 2023
Previous wording
The Company had no revenues for the three months ended March 31, 2024 and March 31, 2023. The Company does not expect to have significant revenues until it is able to raise sufficient capital to fund a potential business combination with a third-party.
Current wording
The Company had no revenues for the three and six months ended June 30, 2024, and June 30, 2023. The Company does not expect to have significant revenues until it either re-institutes its suspended legacy business or is able to raise sufficient capital after acquiring Polomar or other third-party.
Previous wording
Operating expenses decreased to $69,024 for the three months ended March 31, 2024, from $89,806 for the same period ended March 31, 2023.
Current wording
Operating expenses, which consisted entirely of general and administrative expenses, decreased to $20,116 for the three months ended June 30, 2024, from $90,958 for the three months ended June 30, 2023, a 78% decrease, and to $89,140 for the six months ended June 30, 2024, from $180,794 for the same period ended June 30, 2023, a 51% decrease from the period ended June 30, 2023.
Previous wording
Our operating expenses for the three months ended March 31, 2024, consisted mainly of accounting and filing fees of $58,547. In comparison, our operating expenses for the three months ended March 31, 2023, consisted mainly of programing fees of $25,833 and consulting fees of $24,000.
Current wording
Our operating expenses for the six months ended June 30, 2024, consisted mainly of accounting and SEC filing fees of $68,066 and consulting fees of $15,000. In comparison, our operating expenses for the six months ended June 30, 2023, consisted mainly of programming fees of $69,791, relating to our legacy business since suspended, and consulting fees of $50,857.
Previous wording
We recorded a net loss of $69,024 for the three months ended March 31, 2024, as compared with a net loss of $89,806 for the three months ended March 31, 2023.
Current wording
We recorded a net loss of $20,116 and $89,140 for the three and six months ended June 30, 2024, respectively, as compared with a net loss of $90,958 and $180,764 for the three and six months ended June 30, 2023, respectively, in all cases as a result of the expenses incurred and lack of revenues during the periods, as described further above.
Previous wording
As of March 31, 2024, we had total current assets of $244 and total current liabilities of $82,807. We had working capital of $(82,563) as of March 31, 2024, as compared with $(13,539) as of December 31, 2023.
Current wording
As of June 30, 2024, we had total current assets of $294 and total current liabilities of $102,973. We had working capital of $(102,679) as of June 30, 2024, as compared with $(13,539) as of December 31, 2023.
Previous wording
Net cash used by operating activities was $0 for the three months ended March 31, 2024, as compared with $73,026 cash used for the three months ended March 31, 2023. Our negative operating cash flow for the three months ended March 31, 2023, was a result of our net losses, as adjusted to reconcile net loss to net cash provided by operating activities.
Current wording
Net cash used by operating activities was $50 for the six months ended June 30, 2024, as compared with $244,449 cash used for the six months ended June 30, 2023. Our negative operating cash flow for the six months ended June 30, 2023, was a result of our net losses, as adjusted to reconcile net loss to net cash provided by operating activities.
Previous wording
Financing activities provided $0 in cash for three months ended March 31, 2024, as compared with $45,742 for the three months ended March 31, 2023. Our financing cash flow for 2024 mainly consisted of proceeds from related party debt and for 2023 it consisted of proceeds from the issuance of common stock.
Current wording
Financing activities provided $80,171 in cash for six months ended June 30, 2024, as compared with ($33,151) for the six months ended June 30, 2023. Our financing cash flow for 2024 mainly consisted of proceeds from related party debt and for 2023 it consisted of proceeds from the issuance of common stock.
Previous wording
We currently do not have sufficient cash to fund our operations for the next 12 months and we will require working capital for ongoing operating expenses. We anticipate adding consultants or employees for the corresponding operations of the Company, but this will not occur prior to obtaining additional capital.
Current wording
We currently do not have sufficient cash to fund our operations for the next 12 months and we require working capital for ongoing operating expenses, which has been funded during the six-month period ended June 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.
Previous wording
Management is currently in the process of looking for additional investors. Currently, loans from banks or other 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. As of March 31, 2024, we have an accumulated deficit of $l,467,357. We may not be able to continue as a going concern.
Current wording
Management is currently in the process of looking for additional investors. Currently, loans from banks or other 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. As of June 30, 2024, we have an accumulated deficit of $1,487,473. We may not be able to continue as a going concern.
Previous wording
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 March 31, 2024, the Company had $244 cash on hand. At March 31, 2024, the Company has an accumulated deficit of $1,467,357 For the three months ended March 31, 2024, the Company had a net loss of $69,024 and net cash used in operating activities of $0. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.
Current wording
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 June 30, 2024, the Company had $294 cash on hand and had an accumulated deficit of $1,487,473. For the six months ended June 30, 2024, the Company had a net loss of $89,140 and net cash used in operating activities of $80,121. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.
Previous wording
Over the next twelve months management plans to raise additional capital and to invest its working capital resources in other potential business opportunities including a business combination with a third-party. 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.
Current wording
Over the next twelve months management plans to raise additional capital and to invest its working capital resources in other potential business opportunities including a business combination with Polomar pursuant to the Merger Agreement or possibly another third-party. 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.