EX-99.2 4 ex99-2.htm

 

Exhibit 99.2

 

POLOMAR 特殊药房有限责任公司

 

中期 未经审计的基本报表

 

截至六个月结束时

2024年6月30日

 

 

 

 

目录

 

 
   
2024年6月30日资产负债表 2
2024年6月30日结束的三个月和六个月期间的营运报表 3
2024年6月30日结束的6个月期间的会员赤字报表 4
2024年6月30日结束的6个月期间的现金流量表 5
基本报表附注 6-10

 

1

 

 

POLOMAR 特殊药房有限责任公司
资产负债表

 

   2024年6月30日   2023 年 12 月 31 日 
资产          
流动资产          
现金  $19,563   $8,564 
库存   108,109    3,460 
流动资产总额   127,672    12,024 
按成本计算的财产、厂房和设备   41,458    - 
租赁权改进   38,774    - 
净财产和设备   80,232    - 
其他资产          
经营租赁——使用权资产,净额   65,645    81,664 
竞业禁止协议,净额   -    4,167 
保证金   9,000    9,000 
其他资产总额   74,645    90,664 
总资产  $282,549   $106,855 
           
负债和成员赤字          
流动负债          
应付账款  $55,683   $25,681 
经营租赁——流动负债   33,388    32,484 
关联方到期的短期债务   454,288    30,507 
流动负债总额   543,359    88,672 
长期负债          
经营租赁-长期负债   32,257    49,180 
负债总额   575,616    137,852 
           
成员赤字          
成员赤字   140,500    140,500 
累计赤字   (433,567)   (171,497)
成员赤字总额   (293,067)   (30,997)
           
负债总额和成员赤字  $282,549   $106,855 

 

附注是基本报表的组成部分。

 

2

 

 

POLOMAR 特殊药房有限责任公司
经营报告

截至2024年6月30日六个月的报表

 

   在结束的三个月里   在截至的六个月中 
   2024年6月30日   2023年6月30日   2024年6月30日   2023年6月30日 
                 
收入  $13,610   $3,099   $28,105   $3,099 
                     
销售商品的成本   3,184    535    15,136    535 
                     
毛利润   10,426    2,564    12,969    2,564 
                     
运营费用                    
一般和行政   84,543    30,369    235,879    30,369 
销售和营销   16,968    2,470    38,583    2,470 
运营费用总额   101,511    32,839    274,462    32,839 
                     
运营损失   (91,085)   (30,275)   (261,493)   (30,275)
                     
其他支出总额   (360)   (577)   (577)   (577)
                     
净亏损  $(91,445)  $(30,852)  $(262,070)  $(30,852)

 

附注是基本报表的组成部分。

 

3

 

 

POLOMAR 特殊药房有限责任公司

成员赤字声明
截至2024年6月30日的六个月

 

   会员权益   累积的    
   股权   $   总费用 
2023年4月26日(创建日期)               
资本贡献   140,500         140,500 
净亏损        (30,852)   (30,852)
2023年6月30日,余额  $140,500   $(30,852)  $109,648 
净亏损        (140,645)   (140,645)
2023年12月31日的余额  $140,500   $(171,497)  $(30,997)
净亏损        (91,445)   (91,445)
2024 年 3 月 31 日余额  $140,500   $(262,942)  $(122,442)
净亏损        (170,625)   (170,625)
2024年6月30日结余  $140,500   $(433,567)  $(293,067)

 

附注是基本报表的组成部分。

 

4

 

 

POLOMAR 特殊药房有限责任公司

声明 的现金流

截至2024年6月30日六个月的报表

 

   2024年6月30日   2023年6月30日 
经营活动产生的现金流量          
净亏损  $(262,070)  $(30,852)
调整为净损失到经营活动现金流量净使用:   -    - 
折旧和摊销   4,167    - 
资产和负债的变动          
库存   (104,649)   - 
存入资金   -    (9,000)
应付账款   30,002    94 
经营活动使用的净现金流量   (332,550)   (39,758)
投资活动现金流量          
购买固定资产   (80,232)   (132,000)
投资活动产生的净现金流出   (80,232)   (132,000)
筹资活动产生的现金流量          
短期借款收益   423,781    33,000 
业主投资收益   -    200,000 
融资活动产生的净现金流量   423,781    233,000 
现金净增加额   10,999    61,242 
期初现金   8,564    - 
期末现金  $19,563   $61,242 
           
现金流量补充披露          
支付的利息现金   577    - 

 

附注是基本报表的组成部分。

 

5

 

 

基本报表注释

 

  1. 公司与业务活动

 

波罗玛特殊药房有限责任公司(以下简称“公司”)于2023年4月成立为佛罗里达州的一家有限责任公司。该公司是一家复合药房,在几家门店取得许可证用于销售和生产药品。

 

2024年6月28日,公司与内华达州公司Trustfeed corp.达成了一份合并和重组协议,作为母公司的Florida有限责任公司Polomar Acquisition,L.L.C.作为吸收合并公司,是母公司的全资子公司。th,2024年,公司与内华达州公司Trustfeed corp.达成一份合并和重组协议,作为母公司的Florida有限责任公司Polomar Acquisition,L.L.C.作为吸收合并公司,是母公司的全资子公司。

 

本协议 contempla 合并子公司与公司,并以公司作为合并后的存续实体,公司成员将收到母公司普通股,交换其公司权益,公司将成为母公司的全资子公司。

 

Wheras, the board of directors of the Company (i) has determined that the Merger is advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and has deemed this Agreement and such transactions advisable and (iii) has determined to recommend that the Company Members vote to approve this Agreement, the Merger and the other transactions contemplated hereby.

 

  2. Liquidity and Going Concern Uncertainty

 

As of June 30, 2024, cash totaled $19,563 and the Company had an accumulated deficit of $433,567. For the year ended June 30, 2024, the Company used $332,550 in operations.

 

Currently, the Company’s principal sources of cash have included proceeds from owners’ contributions and related party’s debts. The Company expects that the principal uses of cash in the future will be for continuing operations, sales and marketing and general working capital requirements. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

Management’s Plan to Continue as a Going Concern

 

In order to continue as a going concern, the Company will need to grow sales and capital injections from holding company or borrowing from related parties. Until the Company can generate significant cash from operations, management’s plans to obtain such resources for the Company include revenue growth and expense reductions from synergy with holding company’s other subsidiaries, proceeds from offerings of the holding company’s equity securities or debt, or transactions involving product development, technology licensing or collaboration. Management can provide no assurance that any sources of a sufficient amount of financing will be available to the Company on favorable terms, if at all. Management is currently in the process of seeking additional equity financing, however management’s current plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

 

  3. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

 

6

 

 

Emerging Growth Company

 

The Company is an “emerging growth company, with annual revenue less than $1.235 billion, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of financial statements 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 expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments, including those related to useful lives of long-lived assets, accrued research and development expenses and estimated fair values of equity instruments. The Company bases its estimates on various assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

 

Revenue Recognition

 

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

 

Identification of the Contract: A contract exists with the customer that defines the rights and obligations of both parties.

 

Identification of Performance Obligations: The performance obligations under the contract are identified. A performance obligation is a promise to transfer goods to the customer. Determination of Transaction Price: The transaction price is determined based on the consideration to which the company expects to be entitled in exchange for transferring goods to the customer. Allocation of Transaction Price: The transaction price is allocated to each performance obligation based on its standalone selling price.

 

Recognition of Revenue: Revenue is recognized when control of the goods is transferred to the customer, which generally occurs at a point in time when the goods are shipped or delivered and the customer obtains legal title. For contracts that include multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. If the standalone selling price is not observable, the company estimates it using appropriate valuation techniques.

 

7

 

 

Contract Balances

 

The company recognizes a contract liability when consideration is received or receivable from the customer before transferring goods. Contract liabilities are subsequently recognized as revenue when the company satisfies its performance obligations.

 

Sales Returns

 

Provisions for sales returns are recorded based on historical experience and are reflected as a reduction of revenue at the time of sale.

 

Cost of Goods Sold (COGS):

 

Recognition of Cost of Sales: Cost of Goods Sold includes all direct costs attributable to the production of goods sold during the reporting period. These costs comprise direct materials, direct labor, and overhead costs directly attributable to the production process.

 

Direct Costs: Direct materials and direct labor costs are recognized when the goods are manufactured or purchased and are included in the cost of inventory. Overhead costs are allocated based on a consistent and rational allocation method.

 

Recognition of Cost of Sales: Cost of goods sold is recognized when the related revenue is recognized.

 

General Expenses:

 

Recognition of Expenses: General expenses comprise all costs not directly attributable to the production of goods or services. These include administrative expenses, selling expenses, and other operating expenses necessary to support the business operations.

 

Recognition Principle: Expenses are recognized in the income statement in the period in which the goods or services are consumed or when the expense is incurred, regardless of when the related cash outflow occurs.

 

Depreciation and Amortization:

 

Depreciation of non-production assets, such as office equipment, and amortization of intangible assets not directly related to production, are recognized over their estimated useful lives using the straight-line method.

 

Interest and Taxes:

 

Interest expenses are recognized as incurred, using the effective interest rate method where applicable. Income taxes are recognized based on applicable tax laws and regulations.

 

Contingent Liabilities:

 

Contingent liabilities are recognized when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

 

Cash & Cash Equivalents

 

The Company places its cash with reputable financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. At times, deposits held may exceed the amount of insurance provided by the FDIC. The Company has not experienced any losses in its cash and believes they are not exposed to any significant credit risk.

 

8

 

 

Fair Value Measurement

 

The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company believes the carrying amount of cash, accounts payable, accrued expenses and debt approximate their estimated fair values due to the short-term maturities of these financial instruments.

 

Inventory

 

Inventories are stated at the lower of cost or market, with cost determined on an average-cost basis. Inventory includes raw materials and finished goods of $108,109 as of June 30, 2024.

 

Fixed Assets

 

Fixed assets consist of furniture, fixtures and equipment. Fixed assets are stated at cost less accumulated depreciation. Additions, improvements, and major renewals are capitalized. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation is determined using the straight-line method over the estimated useful lives of the assets, which is primarily five years. As of June 30, 2024, fixed assets include leasehold improvements of $38,774 for building clean room and gummy machines with associated accessories and equipment of $41,458. Both of them have yet to depreciate since they are still undergoing building and testing.

 

Leases

 

The Company calculates operating lease liabilities with a risk-free discount rate, using a comparable period with the lease term. All lease and non-lease components are combined for all leases. Lease payments for leases with a term of 12 months or less are expensed on a straight-line basis over the term of the lease with no lease asset or liability recognized.

 

The following summarizes the line items in the balance sheet which include amounts for operating leases as of June 30, 2024.

 

   2024 
Operating lease right-of-use assets  $99,806 
Accumulated amortization   (34,161)
Net of operating lease right-of-use assets  $65,645 
      
Operating lease - current liability  $33,388 
Operating lease - long-term liability   32,257 
Total Operating Lease Liabilities  $65,645 

 

The components of operating lease expenses that are included in operating expenses in the “Statement of Operations” for the year ended June 30, 2024 were as follows:

 

Operating lease cost  $16,999 

 

Weighted average lease term and discount rate as of June 30, 2024 were as follows:

 

Weighted average remaining lease term  1.92 years 
Weighted average discount rate   5.50%

 

9

 

 

The maturities of operating lease liabilities as of June 30, 2024 were as follows:

 

Year Ending June 30,  Amount 
2025  $36,000 
2026   33,000 
Total Lease Payments  $69,000 
Less, interest   3,355 
Present Value of Lease Liability  $65,645 

 

Intangible Assets

 

Intangible assets consist of the 12-month non-compete agreement in the amount of $10,000. Amortization expense of intangible assets for the period ended June 30, 2024 was $10,000.

 

Related-party transactions

 

The entire amount of $454,288 for related-party borrowing is made by the Company from Daniel Gordon as of June 30, 2024. There is no interest charge or predefined repayment debt.

 

Income Taxes

 

The Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying financial statements. All of the Company’s income or losses are passed through to its members.

 

Subsequent Events

 

On August 13, 2024, the Company enters a promissory note and loan agreement with Reprise Management, Inc., the Company’s related party, in the amount of $700,000, of which or less amount may be borrowed. This note (inclusive of all advances made) will bear interest on the outstanding principal amount at a fixed rate as follows (i) up to and including December 31, 2024 (the initial period), an interest rate equal to twelve percent per annum, simple interest and (ii) after the initial period and up to and including the date on which this note is paid in full, an interest rate equal to fifteen percent pr annum, simple interest. Interest shall be calculated on a year consisting of 365 days and the actual number of days elapsed. Interest shall accrue on a quarterly basis and shall be due and payable on the maturity date. The Company acknowledges receipt of an initial draw under the loan of $522,788 which funds shall be used to repay the lender all amounts due under a prior loan provided by lender to borrower. In connection with the issuance of this Note, the Company has issued a warrant to purchase 12 membership units in borrower equivalent to a twelve percent (12%) ownership in Company. The warrant price is $0.01 per unit with expiration date of July 31, 2029.

 

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