Polomar Health Services Inc

Previous wording

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 Registration Statement on Form 10 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, 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.

Current wording

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.

Previous wording

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., 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.

Current wording

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.

Previous wording

On September 14, 2021, Trustfeed Corp. 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.

Current wording

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.

Previous wording

On September 2, 2022, Trustfeed Corp. 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.

Current wording

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.

Previous wording

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”).

Current wording

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”).

Previous wording

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.

Current wording

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.

Previous wording

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 wording

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”).

Previous wording

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 wording

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.

Previous wording

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 wording

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.

Previous wording

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 wording

It is the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by it.

Previous wording

Results of Operations for the Three and Six Months Ended June 30, 2024, and June 30, 2023

Current wording

Results of Operations for the Three and Nine Months Ended September 30, 2024, and September 30, 2023

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

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 June 30, 2024, we have an accumulated deficit of $1,487,473. 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 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.

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 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.

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 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.

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 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.

Current wording

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.

Previous 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.

Current wording

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.