Polomar Health Services, Inc.
For the period ended Mar 31, 2025. Filed Jun 30, 2025.
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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.
Mar 31, 2025 · Filed Jun 30, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-19.
0001493152-24-046803
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-06-30.
0001641172-25-017130
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 56 previous paragraphs and 40 current paragraphs.
16 unchanged; 17 reworded; 6 added; 21 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 2 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 (6)
Current report
Corporate History and Capital Structure
Current report
Polomar Merger
Current report
On October 9, 2024, pursuant to the terms of the Merger Agreement, CWR 1, LLC, a shareholder of the Company, returned 50,000,000 shares of the Company’s common stock for cancellation. Also, in October 2024, pursuant to the terms of the Merger Agreement, the Company issued an aggregate of 207,414,147 (pre-split) shares of its common stock to the former Polomar members in the Merger.
Current report
Pinata License
Current report
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews condensed consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.
Current report
In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03 Income statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2025-01 requires PBEs to adopt the amendments of ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted.
Removed paragraphs (21)
Previous report
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 report
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 report
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 report
Also on November 4, 2022:
Previous report
Merger Agreement
Previous 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 (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 report
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 report
Merger Valuation
Previous report
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.
Previous report
We utilized a three-step process to determine the fair value of Synergistic Equity Value of the Company:
Previous report
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.
Previous report
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.
Previous report
we added the fair value of equity of Trustfeed and Polomar arrive at the Fair Value of Synergistic Equity Value of the Company.
Previous report
We used a two-step process to determine the fair value of the Transaction Consideration:
Previous report
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.
Previous report
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.
Previous report
License Agreement
Previous 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.
Previous 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.
Previous report
License Agreement Valuation
Previous report
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-.
Reworded paragraphs (17)
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 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.
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, 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 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 and now 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.
Current wording
We operate Polomar Specialty Pharmacy, LLC, 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. Polomar 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. Polomar also anticipates applying for a drug export permit in early 2025.
Previous wording
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.
Current wording
The Company also owns SlimRx TM (www.slimrx.com), a weight loss focused online platform that connects patients with licensed physicians to prescribe weight loss medications such as semaglutide compounded with vitamin B-12 and/or metformin (VitaSlim TM and VitaSlim Plus TM). SlimRx filed an application for statutory trademark protection on August 29, 2024. The prescriptions issued via SlimRx are fulfilled by Polomar. The Company also expects to launch PoloMeds TM (polomeds.com) during the third quarter of 2025 to fulfill prescriptions for diabetes medications including metformin compounds, sulfonylureas, and insulin; compounded erectile dysfunction medications inhalable sildenafil 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.
Previous 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”).
Current wording
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. On or about September 2, 2022, the name was changed to Trustfeed Corp. (“Trustfeed”). 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, 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, 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.
Previous 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.
Current wording
On June 29, 2024, we executed a Know How and Patent License Agreement, as amended, with Pinata Holdings, Inc. (“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, eletriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). It is the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by us post-Acquisition.
Previous wording
Results of Operations for the Three and Nine Months Ended September 30, 2024, and September 30, 2023
Current wording
Results of Operations for the Three Months ended March 31, 2025, and March 31, 2024
Previous wording
The Company had revenues of $9,849 and $37,954 for the three and nine months ended September 30, 2024, compared to revenues of $21,457 and $24,556 for the three and nine months ended September 30, 2023. The increase in revenues over the previous accounting periods was primarily due to the Company’s fulfillment of medical prescriptions.
Current wording
The Company had revenues of $4,542 for the three ended March 31, 2025, compared to revenues of $13,610 for the three months ended March 31, 2024. The decrease in revenues over the previous accounting period was primarily due to our post merger transition to an online business model.
Previous 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.
Current wording
Operating expenses, which consisted mainly of general and administrative expenses, increased to $398,836 for the three months ended March 31, 2025, from $149,280 for the three months ended March 31, 2024, an approximately 167% increase.
Previous 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.
Current wording
Our operating expenses for the three months ended March 31, 2025, consisted mainly of legal and accounting fees associated with amortization of $249,625, our SEC filings of $36,304 and payroll of $67,568. In comparison, our operating expenses for the three months ended March 31, 2024, consisted mainly of legal and accounting fees associated with our SEC filings of $59,628 and payroll of $41,370.
Previous 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.
Current wording
We recorded a net loss of $456,855 for the three months ended March 31, 2025, as compared with a net loss of $160,468 for the three months ended March 31, 2024, in all cases as a result of the expenses incurred and insufficient revenues generated during the respective periods, as described further above.
Previous 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.
Current wording
To date, we have 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 March 31, 2025, we had total current assets of $201,200 and total current liabilities of $1,660,382. We had working capital of ($1,459,182) as of March 31, 2025, as compared with ($1,260,965) as of March 31, 2024.
Previous 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.
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 three-month period ended March 31, 2025, 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 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.
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 March 31, 2025, the Company had $129,331 cash on hand and had an accumulated deficit of $3,368,018. For the three months ended March 31, 2025, the Company had a net loss of $456,855 and cash used in operations of $45,577. 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
Net cash used in operating activities was $(704,792) for the nine months ended September 30, 2024, as compared with $(314,191) net cash used in operating activities for the nine months ended September 30, 2023. The increase in the net cash used in operating activities was due primarily to increased staffing and facility expenses
Current wording
Net cash used in operating activities was $(45,577) for the three months ended March 31, 2025, as compared with $(164,763) net cash used in operating activities for the three months ended March 31, 2024. The decrease in the net cash used in operating activities was due primarily to increased cash receipts prepaid.
Previous wording
Net cash used in investing activities was $(90,893) for the nine months ended September 30, 2024, as compared with $(132,000) net cash used in investing activities for the nine months ended September 30, 2023. The decrease in the net cash used in investing activities was due to mainly to fewer purchases of durable equipment.
Current wording
Net cash used in investing activities was $0 for the three months ended March 31, 2025, as compared with $(41,458) net cash used in investing activities for the three months ended March 31, 2024. The decrease in the net cash used in investing activities was due to mainly to fewer purchases of durable equipment.
Previous 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.
Current wording
Financing activities provided $168,717 in cash for the three months ended March 31, 2025, as compared with $225,406 for the three months ended March 31, 2024. Our financing cash flow for 2024 and 2025 consisted mainly of proceeds from related party debt.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On September 30, 2024, the transaction described in the Merger Agreement was completed and the merger was deemed effective. The Acquisition is considered a “reverse recapitalization” 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 Acquisition, the Company ceased commercializing the Pre-Existing Business.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
It is the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by it.