Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2024

☐	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____ to _______

Commission File Number: 000-56555

Trustfeed Corp.

(Exact name of Registrant as specified in its charter)

Nevada

86-1006313

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

10940 Wilshire Blvd. Suite 705

Los Angeles, CA 90024

(Address of principal executive offices)

(213) 616-0011

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer		☐ Accelerated filer
☒ Non-accelerated Filer		☒ Smaller reporting company
		☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:109,138,049 common shares as of May 14, 2024.

TABLE OF CONTENTS

		Page

	PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4:	Controls and Procedures	7

	PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	8
Item 1A:	Risk Factors	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	8
Item 5:	Other Information	8
Item 6:	Exhibits	8

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our condensed unaudited financial statements included in this Form 10-Q are as follows:

F-1	Balance Sheets as of March 31, 2024 and December 31, 2023;

F-2	Statements of Operations for the three months ended March 31, 2024 and March 31, 2023;

F-3	Statements of Stockholders’ Equity for the three months ended March 31, 2024 and March 31, 2023;

F-4	Statements of Cash Flow for the three months ended March 31, 2024 and March 31, 2023;

F-5	Notes to Condensed Unaudited Financial Statements

These condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2024, are not necessarily indicative of the results that can be expected for the full year.

TRUSTFEED CORP

(formerly HEALTHMED SERVICES, LTD.)

BALANCE SHEETS

	March 31, 2024 (unaudited)			December 31, 2023

ASSETS
Current assets
Cash		244			244
Total current assets		244			244

Total assets	$	244		$	244

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities		29,682			13,782
Due to related party		53,125
Total current liabilities		82,807			13,782

Total liabilities		82,807			13,782

Stockholders’ deficit
Series A Preferred stock, par value $.001; 500,000 shares authorized; 500,000 and 500,000 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.		500			500
Common stock; $0.001 par value; 295,000,000 shares authorized; 109,138,049 and 108,517,979 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.		109,138			109,138
Additional paid-in capital		1,275,156			1,275,156
Accumulated deficit		(1,467,357	)		(1,398,333	)
Total stockholders’ deficit		(82,563	)		(13,539	)

Total liabilities and stockholders’ deficit	$	244		$	244

The accompanying notes are an integral part of these unaudited financial statements

F-1

TRUSTFEED CORP.

(formerly HEALTHMED SERVICES, LTD.)

STATEMENT OF OPERATIONS

	March 31, 2024			March 31, 2023
	For the three months ended
	March 31, 2024			March 31, 2023

Revenue		-			-

Cost of Good Sold		-			-

Gross Profit		-			-

Operating expenses
General and administrative		69,024			89,806
Total operating expenses		69,024			89,806

Loss from operations		(69,024	)		(89,806	)

Other expense
Total other income (expense)		—			-

Net loss	$	(69,024	)	$	(89,806	)

Net loss per common share: basic and diluted	$	(0.0006	)	$	(0.0008	)
Basic weighted average common shares outstanding		109,138,049			108,517,979

The accompanying notes are an integral part of these unaudited financial statements

F-2

TRUSTFEED CORP.

(formerly HEALTHMED SERVICES, LTD.)

STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Shares		Amount		Shares		Amount		Paid-in Capital		Payable			Deficit			Deficit
	Preferred Stock				Common Stock				Additional		Stock			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Paid-in Capital		Payable			Deficit			Deficit
Balance, December 31, 2022		500,000		500		107,582,614		107,582		1,023,476		37,044			(981,833	)		186,769
Common stock issued for cash		-		-		935,365		936		139,395		(30,139	)		-			110,192
Net loss		-		-		-		-		-		-			(89,806	)		(89,806	)
Balance, March 31, 2023		500,000		500		108,517,979		108,518		1,162,871		6,905			(1,071,639	)		207,155
Common stock issued for cash		-		-		46,900		47		6,858		(6,905	)		-			-
Net loss		-		-		-		-		-		-			(90,958	)		(90,958	)
Balance, June 30, 2023		500,000		500		108,564,879		108,565		1,169,729		-			(1,162,597	)		116,197
Common stock issued for cash		-		-		573,170		573		105,427		-			-			-
Net loss		-		-		-		-		-		-			(108,142	)		(2,142	)
Balance, September 30, 2023		500,000		500		109,138,049		109,138		1,275,156		-			(1,270,739	)		114,055
Common stock issued for cash		-		-		-		-		-		-			-			-
Net loss		-		-		-		-		-		-			(127,594	)		(127,594	)
Balance, December 31, 2023		500,000	$	500		109,138,049		109,138		1,275,156		-			(1,398,333	)		(13,539	)
Balance		500,000	$	500		109,138,049		109,138		1,275,156		-			(1,398,333	)		(13,539	)
Common stock issued for cash				-				-		-		-			-			-
Net loss		-		-		-		-		-		-			(69,024	)		(69,024	)
Balance, March 31, 2024		500,000	$	500		109,138,049		109,138		1,275,156		-			(1,467,357	)		(82,563	)
Balance		500,000	$	500		109,138,049		109,138		1,275,156		-			(1,467,357	)		(82,563	)

The accompanying notes are an integral part of these unaudited financial statements

F-3

TRUSTFEED CORP.

STATEMENTS OF CASH FLOWS

MARCH 31, 2024

(Unaudited)

	March 31, 2024			March 31, 2023
	For the three months period ended
	March 31, 2024			March 31, 2023
Cash Flows from Operating Activities
Net loss	$	(69,024	)	$	(89,806	)
Changes in assets and liabilities
Accounts receivable		-			10,000
Prepaid expenses		-			1,810
Due from related party		53,125
Accounts payable		15,899			4,970
Net cash used in operating activities		-			(73,026	)

Cash Flows from Financing Activities

Cash Flows from Financing Activities
Proceeds from the issuance of common stock		-			110,192
Proceeds from related party debt		-			550
Payment of related party debt		-			(65,000	)
Net cash from financing activities		-			45,742

Net increase (decrease) in cash		-			(27,284	)

Cash, beginning of period		244			225,619

Cash, end of period	$	244		$	198,335

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited financial statements

F-4

TRUSTFEED CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 1 – NATURE AND DESCRIPTION OF BUSINESS

Corporate History and Capital Structure

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.

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. (“Trustfeed” or the “Company”) 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.

On the same date, Mr. Shipley, the Company’s then majority shareholder, officer and director, resigned as President, Secretary, Treasurer, and Director of the Company at which time Rasmus Refer, the CEO of Fastbase, Inc., was appointed to these positions.

On September 14, 2021, Trustfeed 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.

On September 2, 2022, Trustfeed 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.

On October 26, 2022, Fastbase requested that the board of directors cancel and return to unissued capital stock, the remaining shares of its Series A Convertible Preferred Stock, such that it would hold 500,000 shares of Series A Convertible Preferred Stock after the transaction. On November 4, 2022, Trustfeed cancelled all outstanding shares of Series A Preferred Stock, save 500,000 shares of Series A Convertible Preferred Stock which were outstanding and then held by Fastbase.

Also on November 4, 2022:

	●	Trustfeed reduced its authorized shares of common stock, par value $0.001 per share, from 1,000,000,000 shares to 295,000,000 shares. Trustfeed also reduced the authorized shares of preferred stock, par value $0.001 per share, from 75,000,000 shares to 500,000 shares. As of November 4, 2022, Trustfeed had authorized 295,000,000 shares of common stock and 500,000 shares of preferred stock, each with par value of $0.001 per share.

	●	Trustfeed amended and restated its Certificate of Designation for the Series A Preferred Stock to reduce the number of authorized shares of preferred stock designated and available from 50,000,000 shares to 500,000 shares, with the same conversion ratio of 20 shares of common stock for every share of Series A Preferred Stock.

	●	Trustfeed filed Certificates of Withdrawal in Nevada to withdraw the Certificates of Designation for Series B Preferred Stock and Series C Preferred Stock. Following the transaction, the only designated and outstanding shares of preferred stock are the Company’s Series A Preferred Stock.

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”).

F-5

However, effective as of 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 (the “Common Shares”), and (ii) 500,000 shares of the Series A Convertible Preferred Stock, par value $.001 per share, of the Company, representing 100% of the Company’s issued and outstanding shares of Preferred Stock (the “Preferred Shares” and, with the Common Shares, the “Transferred Shares”), sold the Transferred Shares to CWR 1, LLC, a Delaware limited liability Company (“CWR”) for aggregate consideration of $350,000 (collectively referred to as the “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 (the “Board”), resigned from all director (as of February 12, 2024), 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 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.

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

	●	New management anticipates entering into a future transaction involving the Company, which could result in the acquisition of one or more businesses, companies or asset classes, including but not limited to intellectual property assets and that may currently be owned by affiliates of management.

	●	The Company’s new management will be evaluating the Company’s Pre-Existing Business as part of these possible future transactions, and in the meantime, has suspended operations relating to the Pre-Existing Business, with the expectation of permanently shutting down, spinning off or assigning the Pre-Existing Business at the time of such future transaction(s).

Effective as of March 21, 2024, 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.

The Company’s address is 10940 Wilshire Boulevard, Suite 705, Los Angeles, CA 90024.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the OTC Markets alternative reporting standard for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

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 statement 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 March 31, 2024, and March 31, 2023.

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, including 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.

F-6

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share 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

The Company recognizes 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 and associated taxes are owed.

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 March 31, 2024, 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 March 31, 2024, and March 31, 2023.

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.

F-7

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 cash used in operations 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.

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.

NOTE 3 - OTHER

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 to related party

During the three months ended March 31, 2024, the Company borrowed $53,125 from a shareholder for payment of operating expenses. The advances have 0% interest and are due upon demand. As of March 31, 2024, and March 31, 2023, the Company had amounts due to related party of $53,125 and $5,253 respectively.

NOTE 5 – STOCKHOLDERS’ DEFICIT

The Company is authorized to issue 295,000,000 shares of common stock with a par value of $0.001 as of March 31, 2024, and December 31, 2023. On November 4, 2023, Trustfeed 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, 2023, 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) at a time and exact ratio amount the Board of Directors deems appropriate. On March 2, 2023, FINRA approved a 1-for-2,000 reverse stock split of the Company’s common stock that was approved by the Company’s Board of Directors. The Company had 109,138,049 and 108,517,979 issued and outstanding shares of common stock as of March 31, 2024 and December 31, 2023, respectively. The net loss per share is ($0.0006) as of March 31, 2024, and ($0.0008) as of March 31, 2023.

The Company also has 500,000 authorized shares of preferred stock with a par value of $0.001 of which the Company has designated 500,000 shares as Series A Preferred Stock as of March 31, 2024 and December 31, 2023. On November 4, 2023, Trustfeed reduced its authorized shares of preferred stock, par value $0.001 per share, 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 into fully paid and non-assessable shares of common stock at the rate of 20 shares of common stock for each share held. In addition, the holders of the Series A Preferred shares have voting rights equal to 20 votes for each Preferred share held. As of March 31, 2024 and December 31, 2023, 500,000 and 500,000 shares of Series A Preferred stock are authorized, issued and outstanding.

On November 4, 2023, Trustfeed filed Certificates of Withdrawal in Nevada to withdraw the Certificates of Designation for Series B Preferred Stock and Series C Preferred Stock. Following the transaction, the only designated and outstanding shares of preferred. stock are the company’s Series A Preferred Stock. No shares of Series B Preferred stock or Series C Preferred Stock are authorized, issued and outstanding.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2024, 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.

F-8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward- looking statements. These risks include, by way of example and not in limitation:

	●	the uncertainty of profitability based upon our history of losses;
	●	legislative or regulatory changes concerning platforms with data about companies;
	●	risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
	●	risks related to our operations and uncertainties related to our business plan and business strategy;
	●	changes in economic conditions;
	●	uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement of other’s intellectual property;
	●	competition; and
	●	cybersecurity concerns.

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.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

Company Overview

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.

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.

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.

Also on November 4, 2022:

	●	Trustfeed reduced its authorized shares of common stock, par value $0.001 per share, from 1,000,000,000 shares to 295,000,000 shares. Trustfeed also reduced the authorized shares of preferred stock, par value $0.001 per share, from 75,000,000 shares to 500,000 shares. As of November 4, 2022, Trustfeed had authorized 295,000,000 shares of common stock and 500,000 shares of preferred stock, each with par value of $0.001 per share.

	●	Trustfeed amended and restated its Certificate of Designation for the Series A Preferred Stock to reduce the number of authorized shares of preferred stock designated and available from 50,000,000 shares to 500,000 shares, with the same conversion ratio of 20 shares of common stock for every share of Series A Preferred Stock.

	●	Trustfeed filed Certificates of Withdrawal in Nevada to withdraw the Certificates of Designation for Series B Preferred Stock and Series C Preferred Stock. Following the transaction, the only designated and outstanding shares of preferred stock are the Company’s Series A Preferred Stock.

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

	●	New management anticipates entering into a future transaction involving the Company, which could result in the acquisition of one or more businesses, companies or asset classes, including but not limited to intellectual property assets and that may currently be owned by affiliates of management.

	●	The Company’s new management will be evaluating the Company’s Pre-Existing Business as part of these possible future transactions, and in the meantime, has suspended our operations relating to the Pre-Existing Business, with the expectation of permanently shutting down, spinning off or assigning the Pre-Existing Business at the time of such future transaction(s).

Effective as of March 21, 2024, 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.

Results of Operations for the Three Months Ended March 31, 2024 and March 31, 2023

Revenues

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.

Operating Expenses

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.

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.

Net Loss

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.

Liquidity and Capital Resources

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.

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.

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.

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.

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.

Going Concern

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.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2023. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of December 31, 2023, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2024, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

See risk factors included in our Annual Report on Form 10-K filed on April 15, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended March 31, 2024, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit Number Description of Exhibit

2.1	Contribution Agreement, dated September 14, 2021 (3)
3.1	Articles of Incorporation, dated September 14, 2000 (1)
3.2	Certificate of Amendment, dated July 24, 2003 (1)
3.3	Certificate of Change, dated April 27, 2010 (2)
3.4	Certificate of Amendment, dated May 3, 2011 (3)
3.5	Certificate of Amendment, dated March 6, 2019 (3)
3.6	Certificate of Amendment, September 23, 2021 (3)
3.7	Certificate of Change, September 23, 2021 (3)
3.8	Bylaws (1)
4.1	Certificate of Amendment, dated November 7, 2022 (3)
4.2	Amended and Restated Certificate of Designation for Series A Preferred Stock, dated November 7, 2022 (3)
4.3	Certificate of Withdrawal for Series B Preferred Stock, dated November 7, 2022 (3)
4.4	Certificate of Withdrawal for Series C Preferred Stock, dated November 7, 2022 (3)
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema.
101.CAL	Inline XBRL Taxonomy Extension Calculation.
101.DEF	Inline XBRL Taxonomy Extension Definition.
101.LAB	Inline XBRL Taxonomy Extension Labels.
101.PRE	Inline XBRL Taxonomy Extension Presentation.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)	Incorporated by reference to Registration Statement on Form S-1 filed July 21, 2008
(2)	Incorporated by reference to the Registration Statement on 8-K filed with the Securities and Exchange Commission on June 10, 2010
(3)	Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Trustfeed Corp.

Date:	May 15, 2024

By:	/s/ Terrence M. Tierney
	Terrence M. Tierney
Title:	Interim President, Interim Chief Financial Officer and Director
	(Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Terrence M. Tierney, certify that:

I have reviewed this quarterly report on Form 10-Q of Trustfeed Corp.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	Date: May 15, 2024

	/s/ Terrence M. Tierney
	Terrence M. Tierney
	Interim President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Terrence M. Tierney, certify that:

I have reviewed this quarterly report on Form 10-Q of Trustfeed Corp.

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	Date: May 15, 2024

	/s/ Terrence M. Tierney
	Terrence M. Tierney
	Interim Chief Financial Officer
	(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trustfeed Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Terrence M. Tierney, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the company.

	/s/ Terrence M. Tierney
	Terrence M. Tierney
	Interim President and Chief Financial Officer (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)
	May 15, 2024

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56555
Entity Registrant Name	Trustfeed Corp.
Entity Central Index Key	0001265521
Entity Tax Identification Number	86-1006313
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	10940 Wilshire Blvd
Entity Address, Address Line Two	Suite 705
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90024
City Area Code	(213)
Local Phone Number	616-0011
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		109,138,049

Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash	$ 244	$ 244
Total current assets	244	244
Total assets	244	244
Current liabilities
Accounts payable and accrued liabilities	29,682	13,782
Due to related party	53,125
Total current liabilities	82,807	13,782
Total liabilities	82,807	13,782
Stockholders’ deficit
Series A Preferred stock, par value $.001; 500,000 shares authorized; 500,000 and 500,000 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.	500	500
Common stock; $0.001 par value; 295,000,000 shares authorized; 109,138,049 and 108,517,979 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.	109,138	109,138
Additional paid-in capital	1,275,156	1,275,156
Accumulated deficit	(1,467,357)	(1,398,333)
Total stockholders’ deficit	(82,563)	(13,539)
Total liabilities and stockholders’ deficit	$ 244	$ 244

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Nov. 04, 2023	Nov. 03, 2023	Nov. 04, 2022	Nov. 03, 2022	Sep. 02, 2022
Preferred stock, par value					$ 0.001
Preferred stock, shares authorized	500,000	500,000			500,000	75,000,000
Common stock, par value	$ 0.001	$ 0.001			$ 0.001
Common stock, shares authorized	295,000,000	295,000,000	295,000,000	1,000,000,000	295,000,000	1,000,000,000
Common stock, shares issued	109,138,049	108,517,979					266,157
Common stock, shares outstanding	109,138,049	108,517,979					266,157
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized	500,000	500,000	500,000	50,000,000	500,000	50,000,000
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000

Statement of Operations - USD ($)	3 Months Ended
Statement of Operations - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue
Cost of Good Sold
Gross Profit
Operating expenses
General and administrative	69,024	89,806
Total operating expenses	69,024	89,806
Loss from operations	(69,024)	(89,806)
Other expense
Total other income (expense)
Net loss	$ (69,024)	$ (89,806)
Net loss per common share: basic	$ (0.0006)	$ (0.0008)
Net loss per common share: diluted	$ (0.0006)	$ (0.0008)
Basic weighted average common shares outstanding	109,138,049	108,517,979

Statements of Stockholders' Deficit - USD ($)	Series A Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 500	$ 107,582	$ 1,023,476	$ 37,044	$ (981,833)	$ 186,769
Balance, shares at Dec. 31, 2022	500,000	107,582,614
Common stock issued for cash		$ 936	139,395	(30,139)		110,192
Common stock issued for cash, shares		935,365
Net loss					(89,806)	(89,806)
Balance at Mar. 31, 2023	$ 500	$ 108,518	1,162,871	6,905	(1,071,639)	207,155
Balance, shares at Mar. 31, 2023	500,000	108,517,979
Common stock issued for cash		$ 47	6,858	(6,905)
Common stock issued for cash, shares		46,900
Net loss					(90,958)	(90,958)
Balance at Jun. 30, 2023	$ 500	$ 108,565	1,169,729		(1,162,597)	116,197
Balance, shares at Jun. 30, 2023	500,000	108,564,879
Common stock issued for cash		$ 573	105,427
Common stock issued for cash, shares		573,170
Net loss					(108,142)	(2,142)
Balance at Sep. 30, 2023	$ 500	$ 109,138	1,275,156		(1,270,739)	114,055
Balance, shares at Sep. 30, 2023	500,000	109,138,049
Common stock issued for cash
Net loss					(127,594)	(127,594)
Balance at Dec. 31, 2023	$ 500	$ 109,138	1,275,156		(1,398,333)	(13,539)
Balance, shares at Dec. 31, 2023	500,000	109,138,049
Common stock issued for cash
Net loss					(69,024)	(69,024)
Balance at Mar. 31, 2024	$ 500	$ 109,138	$ 1,275,156		$ (1,467,357)	$ (82,563)
Balance, shares at Mar. 31, 2024	500,000	109,138,049

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023
Cash Flows from Operating Activities
Net loss	$ (69,024)	$ (127,594)	$ (90,958)	$ (89,806)
Changes in assets and liabilities
Accounts receivable				10,000
Prepaid expenses				1,810
Due from related party	53,125
Accounts payable	15,899			4,970
Net cash used in operating activities				(73,026)
Cash Flows from Financing Activities
Proceeds from the issuance of common stock				110,192
Proceeds from related party debt				550
Payment of related party debt				(65,000)
Net cash from financing activities				45,742
Net increase (decrease) in cash				(27,284)
Cash, beginning of period	244		$ 198,335	225,619
Cash, end of period	244	$ 244		198,335
Supplemental disclosure of cash flow information
Cash paid for interest
Cash paid for taxes

NATURE AND DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

NATURE AND DESCRIPTION OF BUSINESS

NOTE 1 – NATURE AND DESCRIPTION OF BUSINESS

Corporate History and Capital Structure

Also on November 4, 2022:

	●	Trustfeed reduced its authorized shares of common stock, par value $0.001 per share, from 1,000,000,000 shares to 295,000,000 shares. Trustfeed also reduced the authorized shares of preferred stock, par value $0.001 per share, from 75,000,000 shares to 500,000 shares. As of November 4, 2022, Trustfeed had authorized 295,000,000 shares of common stock and 500,000 shares of preferred stock, each with par value of $0.001 per share.

	●	Trustfeed amended and restated its Certificate of Designation for the Series A Preferred Stock to reduce the number of authorized shares of preferred stock designated and available from 50,000,000 shares to 500,000 shares, with the same conversion ratio of 20 shares of common stock for every share of Series A Preferred Stock.

	●	Trustfeed filed Certificates of Withdrawal in Nevada to withdraw the Certificates of Designation for Series B Preferred Stock and Series C Preferred Stock. Following the transaction, the only designated and outstanding shares of preferred stock are the Company’s Series A Preferred Stock.

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

	●	New management anticipates entering into a future transaction involving the Company, which could result in the acquisition of one or more businesses, companies or asset classes, including but not limited to intellectual property assets and that may currently be owned by affiliates of management.

	●	The Company’s new management will be evaluating the Company’s Pre-Existing Business as part of these possible future transactions, and in the meantime, has suspended operations relating to the Pre-Existing Business, with the expectation of permanently shutting down, spinning off or assigning the Pre-Existing Business at the time of such future transaction(s).

Effective as of March 21, 2024, 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.

The Company’s address is 10940 Wilshire Boulevard, Suite 705, Los Angeles, CA 90024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates

Cash and cash equivalents

Stock-based compensation

Earnings per share

Revenue recognition

Fair value of financial instruments

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Going Concern

OTHER

3 Months Ended

Mar. 31, 2024

Other

OTHER

NOTE 3 - OTHER

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.

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

Due to related party

STOCKHOLDERS’ DEFICIT

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ DEFICIT

NOTE 5 – STOCKHOLDERS’ DEFICIT

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 6 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the OTC Markets alternative reporting standard for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. 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 statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
Use of estimates	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	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 March 31, 2024, and March 31, 2023.
Stock-based compensation	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, including 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	Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share 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	Revenue recognition The Company recognizes 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 and associated taxes are owed.
Fair value of financial instruments	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 March 31, 2024, 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 March 31, 2024, and March 31, 2023.
Going Concern	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 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 cash used in operations 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. 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.

NATURE AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)							3 Months Ended
	Dec. 29, 2023	Oct. 26, 2022	Sep. 02, 2022	Jun. 03, 2022	Sep. 14, 2021	Apr. 16, 2021	Mar. 31, 2024	Dec. 31, 2023	Nov. 04, 2023	Nov. 03, 2023	Nov. 04, 2022	Nov. 03, 2022
Entity incorporation, state or country code							NV
Entity incorporation, date of incorporation							Sep. 14, 2000
Reverse stock split			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 June 3, 2023, 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)
Common stock, shares issued			266,157				109,138,049	108,517,979
Common stock, shares outstanding			266,157				109,138,049	108,517,979
Common stock, par value							$ 0.001	$ 0.001			$ 0.001
Common stock, shares authorized							295,000,000	295,000,000	295,000,000	1,000,000,000	295,000,000	1,000,000,000
Preferred stock, par value											$ 0.001
Preferred stock, shares authorized							500,000	500,000			500,000	75,000,000
Fastbase Inc [Member] \| Stock Purchase Agreement [Member]
Value of shares issued in transaction	$ 350,000
Fastbase Inc [Member] \| Stock Purchase Agreement [Member] \| Common Stock [Member]
Number of shares issued in transaction	90,437,591
Percentage of issued and outstanding shares	83.00%
Series A Convertible Preferred Stock [Member] \| Fastbase Inc [Member]
Shares owned		500,000
Shares cancelled		500,000
Series A Convertible Preferred Stock [Member] \| Fastbase Inc [Member] \| Stock Purchase Agreement [Member]
Number of shares issued in transaction	500,000
Preferred stock, par value	$ 0.001
Percentage of issued and outstanding shares	100.00%
Series A Convertible Preferred Stock [Member] \| Fastbase Inc [Member]
Shares issued for assets					45,000,000
Series A Convertible Preferred Stock [Member] \| James Shipley [Member]
Shares owned						50,000,000
Number of shares issued in transaction						4,750,000
Value of shares issued in transaction						$ 108,200
Shares cancelled						45,000,000
Series A Preferred Stock [Member]
Preferred stock, par value							$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized							500,000	500,000	500,000	50,000,000	500,000	50,000,000
Common shares issuable upon conversion											20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0				$ 0
Cash	244
Accumulated deficit	1,467,357	$ 1,398,333
Net loss	69,024	$ 127,594	$ 2,142	$ 90,958	89,806
Cash used in operations					$ 73,026

RELATED PARTY TRANSACTIONS (Details Narrative) - Related Party [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Due to related party	$ 53,125	$ 5,253
Advances, interest rate	0.00%

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares			3 Months Ended
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	Sep. 02, 2022	Jun. 03, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Nov. 04, 2023	Nov. 03, 2023	Nov. 04, 2022	Nov. 03, 2022
Class of Stock [Line Items]
Common Stock, Shares Authorized			295,000,000		295,000,000	295,000,000	1,000,000,000	295,000,000	1,000,000,000
Common Stock, Par or Stated Value Per Share			$ 0.001		$ 0.001			$ 0.001
Stockholders' Equity, Reverse Stock Split	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 June 3, 2023, 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)
Common Stock, Shares, Outstanding	266,157		109,138,049		108,517,979
Earnings Per Share, Diluted			$ (0.0006)	$ (0.0008)
Preferred stock, shares authorized			500,000		500,000			500,000	75,000,000
Preferred stock, par value								$ 0.001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			500,000		500,000	500,000	50,000,000	500,000	50,000,000
Preferred stock, par value			$ 0.001		$ 0.001	$ 0.001
Preferred stock, conversion basis			Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder into fully paid and non-assessable shares of common stock at the rate of 20 shares of common stock for each share held
Preferred stock, voting rights			the holders of the Series A Preferred shares have voting rights equal to 20 votes for each Preferred share held
Preferred stock, shares issued			500,000		500,000
Preferred stock, shares outstanding			500,000		500,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued						0
Preferred stock, shares outstanding						0
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued						0
Preferred stock, shares outstanding						0