UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On June 28, 2024, Trustfeed Corp. (“Trustfeed” or the “Company”) entered into an Agreement and Plan of Merger and Reorganization, as amended on September 30, 2024 (the “Merger Agreement”) with Polomar Acquisition, L.L.C., a Florida limited liability company and the Company’s wholly owned subsidiary (“Merger Sub”) and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”) to acquire 100% of the issued and outstanding membership interests of Polomar. The transactions contemplated by the Merger Agreement were consummated on September 30, 2024, and, pursuant to the terms of the Merger Agreement, among other things, all outstanding membership interests of Polomar, or the Polomar Membership Interests, were exchanged for shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) based on the exchange ratio of 2,074,141.47 shares of Common Stock for every one percent of Polomar Membership Interests (the “Acquisition”). Accordingly, the Company acquired 100% of Polomar in exchange for the issuance of shares of Common Stock and Polomar became the Company’s wholly-owned subsidiary. As of the closing of the Acquisition (the “Closing”), CWR 1, LLC, the Company’s majority owner with an 83.3% beneficial ownership stake in the Company pre-Closing, transferred back to the Company and canceled 50,000,000 shares of our common stock owned beneficially and of record by it as part of the conditions to Closing.
At the Closing, each one percent of Polomar Membership Interests outstanding immediately prior to the Closing was converted into the right to receive 2,074,141.47 shares of our common stock, with all fractional shares rounded up to the nearest whole share. Accordingly, we issued an aggregate of approximately 207,414,147 shares of our common stock for all of the then-outstanding Polomar Membership Interests.
The unaudited pro forma condensed combined balance sheet as of June 30, 2024 gives pro forma effect to the Acquisition as if it had been consummated as of that date. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2024 and twelve months ended December 31, 2023 give pro forma effect to the Acquisition as if it had occurred as of January 1, 2023, the beginning of the earliest period presented:
The unaudited pro forma condensed combined balance sheet as of June 30, 2024 has been prepared using the following:
● The Company’s unaudited historical balance sheet as of June 30, 2024, as filed with the Securities and Exchange Commission on in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024; and
● Polomar’s unaudited historical balance sheet as of June 30, 2024, as included in this Current Report on Form 8-K as Exhibit 99.2.
The unaudited pro forma condensed combined statements of operation for the six months ended June 30, 2024 and year ended December 31, 2023 have been prepared using the following:
● The Company’s unaudited historical statements of operation for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024;
● The Company’s audited historical statements of operations for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024;
● Xxxxxxx’s unaudited historical statement of operations for the quarter ended June 30, 2024, as included in this Current Report on Form 8-K as Exhibit 99.2.
● Polomar’s audited historical statement of operations for the period from inception to December 31, 20230, included in this Current Report on Form 8-K as Exhibit 99.1.
The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the combined company. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed consolidated financial information to give effect to unaudited pro forma events that are directly attributable to the Acquisition, factually supportable and, with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on the results of operations of the combined company. The accompanying unaudited pro forma condensed consolidated statement of operations does not include any pro forma adjustments to reflect certain expected financial benefits of the Acquisition, such as tax savings, cost synergies or revenue synergies, or the anticipated costs to achieve those benefits, including the cost of integration activities, or restructuring actions which may be achievable or the impact of any non-recurring activity and one-time transaction related costs.
Trustfeed Corp. (f.k.a. Healthmed Services, Ltd. and Polomar Specialty Pharmacy, LLC)
Unaudited Proforma Condensed Combined Balance Sheets
As of June 30, 2024
Historical | Pro Forma Adjustments | Pro Forma | ||||||||||||||||
Polomar | Trustfeed | Adjustments | Notes | Condensed Combined | ||||||||||||||
ASSETS | ||||||||||||||||||
Current assets | ||||||||||||||||||
Cash | $ | 19,563 | $ | 294 | $ | 19,857 | ||||||||||||
Inventory | 108,109 | 108,109 | ||||||||||||||||
Total current assets | 127,672 | 294 | - | 127,966 | ||||||||||||||
Property, plant and equipment at cost | 41,458 | 41,458 | ||||||||||||||||
Leasehold improvements | 38,774 | 38,774 | ||||||||||||||||
Net property and equipment | 80,232 | - | - | 80,232 | ||||||||||||||
Other assets | ||||||||||||||||||
Operating lease - right-of-use asset, net | 65,645 | 65,645 | ||||||||||||||||
Intellectual property | 18,975,000 | 18,975,000 | ||||||||||||||||
Security deposit | 9,000 | 9,000 | ||||||||||||||||
Total other assets | 74,645 | - | - | 74,645 | ||||||||||||||
Total assets | $ | 282,549 | $ | 294 | $ | 18,975,000 | $ | 19,257,843 | ||||||||||
LIABILITIES AND MEMBERS’ DEFICIT | ||||||||||||||||||
Current liabilities | ||||||||||||||||||
Accounts payable | $ | 55,683 | $ | 22,802 | $ | 78,485 | ||||||||||||
Due to related party | - | 80,171 | 80,171 | |||||||||||||||
Operating lease - current liability | 33,388 | 33,388 | ||||||||||||||||
Short-term debt due related parties | 454,288 | 454,288 | ||||||||||||||||
Total current liabilities | 543,359 | 102,973 | - | 646,332 | ||||||||||||||
Long-term liabilities | ||||||||||||||||||
Operating lease - long-term liability | 32,257 | 32,257 | ||||||||||||||||
Total liabilities | 575,616 | 102,973 | - | 678,589 | ||||||||||||||
Stockholders’ deficit | ||||||||||||||||||
Members’ deficit | 140,500 | (140,500 | ) | - | ||||||||||||||
Series A Preferred stock | 500 | (500 | ) | - | ||||||||||||||
Common stock; $0.01 par value; 295,000,000 shares authorized; 47,655,219 and 47,655,219 shares issued and outstanding | 109,138 | 367,414 | 476,552 | |||||||||||||||
Additional paid-in capital | 1,275,156 | 18,748,586 | 20,023,742 | |||||||||||||||
Accumulated deficit | (433,567 | ) | (1,487,473 | ) | (1,921,040 | ) | ||||||||||||
Total members’ deficit | (293,067 | ) | (102,679 | ) | 18,975,000 | 18,579,254 | ||||||||||||
Total liabilities and members’ deficit | $ | 282,549 | $ | 294 | $ | 18,975,000 | $ | 19,257,843 |
Trustfeed Corp. (f.k.a. Healthmed Services, Ltd. and Polomar Specialty Pharmacy, LLC)
Unaudited Proforma Condensed Combined Statement of Income
For the six month ending June 30, 2024
Historical | Pro Forma Adjustments | Pro Forma | ||||||||||||||||
Polomar | Trustfeed | Adjustments | Notes | Condensed Combined | ||||||||||||||
Revenue | $ | 28,105 | $ | - | $ | - | $ | 28,105 | ||||||||||
Cost of Goods Sold | 15,136 | - | - | 15,136 | ||||||||||||||
Gross Profit | 12,969 | - | - | 12,969 | ||||||||||||||
Operating expenses | ||||||||||||||||||
General and administrative | 235,879 | 89,140 | - | 325,019 | ||||||||||||||
Sales and marketing | 38,583 | - | - | 38,583 | ||||||||||||||
Total operating expenses | 274,462 | 89,140 | - | 363,602 | ||||||||||||||
Loss from operations | (261,493 | ) | (89,140 | ) | - | (350,633 | ) | |||||||||||
Other expense | (577 | ) | (577 | ) | ||||||||||||||
Total other income (expense) | (577 | ) | - | - | (577 | ) | ||||||||||||
Net loss | $ | (262,070 | ) | $ | (89,140 | ) | $ | - | $ | (351,210 | ) | |||||||
Net loss per common share: basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||
Basic weighted average common shares outstanding | 47,655,219 | 47,655,219 | ||||||||||||||||
Net loss per common share: basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||||
Basic weighted average common shares outstanding | 47,655,219 | 47,655,219 |
Trustfeed Corp. (f.k.a. Healthmed Services, Ltd. and Polomar Specialty Pharmacy, LLC)
Unaudited Proforma Condensed Combined Statement of Income
For the fiscal year ended December 31, 2023
Historical | Pro Forma Adjustments | Pro Forma | ||||||||||||||||
Polomar | Trustfeed | Adjustments | Notes | Condensed Combined | ||||||||||||||
Revenue | $ | 41,844 | $ | - | $ | - | $ | 41,844 | ||||||||||
Cost of Goods Sold | 4,294 | - | - | 4,294 | ||||||||||||||
Gross Profit | 37,550 | - | - | 37,550 | ||||||||||||||
Operating expenses | ||||||||||||||||||
General and administrative | 185,422 | 269,830 | - | 455,252 | ||||||||||||||
Sales and marketing | 23,220 | - | - | 23,220 | ||||||||||||||
Total operating expenses | 208,642 | 269,830 | - | 478,472 | ||||||||||||||
Loss from operations | (171,092 | ) | (269,830 | ) | - | (440,922 | ) | |||||||||||
Other expense | ||||||||||||||||||
Interest | (405 | ) | - | (405 | ) | |||||||||||||
Foreign currency gain (loss) | - | (53 | ) | - | (53 | ) | ||||||||||||
Forgivness of receivable - related party | - | (146,617 | ) | - | (146,617 | ) | ||||||||||||
Total other income (expense) | (405 | ) | (146,670 | ) | - | (147,075 | ) | |||||||||||
Net loss | $ | (171,497 | ) | $ | (416,500 | ) | $ | - | $ | (587,997 | ) | |||||||
Net loss per common share: basic and diluted | $ | (0.00 | ) | $ | (0.01 | ) | ||||||||||||
Basic weighted average common shares outstanding | 47,655,219 | 47,655,219 | ||||||||||||||||
Net loss per common share: basic and diluted | $ | (0.00 | ) | $ | (0.01 | ) | ||||||||||||
Basic weighted average common shares outstanding | 47,655,219 | 47,655,219 |