SecProbe.io

CORRESP
1
filename1.htm

March
7, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Anastasia Kaluzienski and Robert Littlepage

    Re:
    Polomar
    Health Services, Inc.

    Form
    10-Q for the Period Ended September 30, 2024

    File
    No. 000-56555

Ladies
and Gentlemen:

On
behalf of our client, Polomar Health Services, Inc. (the “Company”), we are submitting this letter in response to the written
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in
the Staff’s letter dated December 17, 2024 (the “Comment Letter”), with respect to the Company’s Form 10-Q for
the Period Ended September 30, 2024 (the “Form 10-Q”).

Certain
of the Staff’s comments call for the explanation of, or supplemental information as to, various matters relating to disclosures
provided in the Form 10-Q. Responses to these comments have been provided by the Company to us and are set forth in this letter or in
Amendment No. 1 to the Form 10-Q filed herewith (the “Amended Form 10-Q”).

The
Company’s responses are set forth below, with the heading and numbered item of this letter corresponding to the heading and numbered
item contained in the Comment Letter. To assist the Staff’s review, the comment from the Comment Letter is restated in bold italics
prior to the Company’s response.

Form
10-Q for the Period Ended September 30, 2024

Statement of Operations, page F-2

1. Please
                                            adjust the weighted average number of shares used in the calculations of net loss per common
                                            share for the three and nine months ended September 30, 2023, to give effect to the merger
                                            exchange ratio and the reverse split disclosed in Note 5. The issuance of shares of common
                                            stock to shareholders of an operating company in a reverse merger/recapitalization transaction
                                            is considered, in substance, to be a stock split. Your financial statements should retroactively
                                            reflect this reverse stock split in accordance with ASC 260-10-55-12. Similarly correct the
                                            share information reported in the Statements of Stockholders’ Deficit.

Effect
has been given the the Staff’s comment. Please see pages F-1 to F-3 and F-10 (Note 4 – Stockholders’ Deficit)
of the Amended Form 10-Q.

Note
1. Nature and Description of Business

Merger Valuation, page F-6

2. We
                                            note the Merger is a reverse merger and the historical financial statements of Polomar, the
                                            accounting acquirer, have been substituted for the historical financial statements of Trustfeed.
                                            Please explain to us your basis under GAAP for recording “the fair market value of
                                            $ 18,975,000 for the acquisition of all of Polomar Specialty Pharmacy’s intellectual
                                            property, intangible assets and plant and equipment” or revise. Since Polomar is the
                                            acquirer, its assets and liabilities should be reported at their historic cost basis, not
                                            at fair value.

We
respectfully advise the Staff that certain changes were made to the financial statements in the Amended Form 10-Q, to change the accounting
treatment of the Company’s September 30, 2024 acquisition of Polomar Specialty Pharmacy, LLC, a Florida limited liability company
(“Polomar”), whereby, among other things, the Company acquired 100% of Polomar in exchange for the issuance of shares of
the Company’s common stock, and Polomar became the wholly-owned subsidiary of the Company (the “Acquisition”). The
accounting treatment relating to the Acquisition as disclosed in the Form 10-Q provided that the Acquisition was a reverse merger with
Polomar as the “accounting acquirer” and the Company as the “legal acquirer”, and accordingly the Company accounted
for the transaction as a business combination. Instead, the Company and its Board of Directors, determined that the Acquisition was a
recapitalization. Accordingly, we have eliminated the section regarding “Merger Valuation” and adjusted the value of intellectual
property (See “License Agreement Valuation”) and other intangible assets. Please
see pages F-6, F-7 and F-9 of the Amended Form 10-Q.

Note
2. Summary of Significant Accounting Policies

Revenue Recognition, page F-8

3. Please
                                            expand your revenue recognition policy to address with more specificity how you recognize
                                            revenue for your products and services. That is, revise to address with detail the application
                                            of ASC 606 to the specific facts and circumstances for each of your revenue streams.

Effect
has been given the the Staff’s comment. Please see pages F-8 and F-9 of the Amended Form 10-Q.

*
* * * *

We
thank you for your prompt attention to this letter and look forward to hearing from you at your earliest convenience. Please do not hesitate
to contact the undersigned at (516) 663-6580 with any questions or further comments you have regarding this filing or if you wish to
discuss the above responses.

    Very
    truly yours,

    /s/
    Stephen E. Fox

    STEPHEN
    E. FOX

    For
    the Firm

    cc:
    Terrence
    M. Tierney, President and CFO, Polomar Health Services, Inc.