SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Terrence M. Tierney
President
Polomar Health Services, Inc.
10940 Wilshire Blvd.
Suite 1500
Los Angeles, CA 90024

 Re: Polomar Health Services, Inc.
 Amendment No. 1 to the Form 10-Q for the Period Ended September 30,
2024
 Response dated May 22, 2025
 File No. 000-56555
Dear Terrence M. Tierney:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May
22, 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.

 Amendment
 No. 1 to the Form 10-Q for the Period Ended September 30, 2024

 Response
 dated April 1, 2025

 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 April 28, 2025 (the "Comment Letter"), with respect to the Company's Amendment No. 1
to the Form 10-Q for the Period Ended September 30, 2024, filed on March 7, 2025 (the "Form 10-Q/A") and this firm's
response to the Staff dated April 1, 2025 (the "April Response Letter").

 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/A and the April Response Letter. Responses to these comments have been provided by the Company to us and are set forth
in this letter.

 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.

 Amendment
No. 1 to the Form 10-Q for the Period Ended September 30, 2024

 License
Agreement Valuation, page F-7

 1.
 In
 your response to prior comment 1 you said "the Company applied an income approach valuation to establish the fair market value
 of the intellectual property acquired in the reverse merger." We note this conflicts with what you reported in the explanatory
 note in your Form 10-Q/A regarding the accounting treatment where you said "the Company and its Board of Directors, determined
 that the Acquisition was a recapitalization." Considering your conclusion that the transaction was a recapitalization of Polomar
 and not a reverse merger, explain why you are assigning value to acquired assets. Explain to us how your accounting complies with
 GAAP and revise your disclosures accordingly.

 The
Company respectfully advises the Staff as follows:

 On
September 30, 2024, Polomar Specialty Pharmacy, LLC, a private operating company ("Polomar" or "Accounting Acquirer"),
merged (the "Transaction") with the Company, then named Trustfeed Corp., a public company whose common stock is quoted on
the OTC Pink ("Trustfeed" or "Legal Acquirer"). As a result, the historical financial statements of the Accounting
Acquirer were substituted for the historical financial statements of the Legal Acquirer, resulting in a reverse merger.

 Reverse
mergers can present challenging accounting and reporting requirements. Based upon the circumstances of the reverse merger, the transaction
can be classified as an asset acquisition, a capital transaction, or a business combination.

 A
reverse merger occurs if the entity that issues securities is identified as the accounting acquiree, for accounting purposes and the
entity whose equity interests are acquired is the acquirer for accounting purposes. After the transaction, the owners of the private
company will have obtained control of the public company and would be identified as the accounting acquirer under ASC 805. In this case,
the public company (Trustfeed) would be the legal acquirer, but the private company (Polomar) would be the accounting acquirer.

 The
legal acquirer is the surviving legal entity in a reverse merger and continues to issue financial statements. In this case, Trustfeed
changed its name to Polomar Health Services, Inc. to reflect the "change in control". While the surviving legal entity may
continue, the financial reporting will reflect the accounting from the perspective of the accounting acquirer, in the instant matter,
Polomar, except for the legal capital, which is retroactively adjusted to reflect the capital of the legal acquirer (i.e., the accounting
acquiree) in accordance with ASC 805-40-45-1.

 Reverse
merger involving a non-operating public shell

 The
Company's management and Board of Directors, in consultation with external accountants, reviewed the transaction between the Accounting
Acquirer and the Legal Acquirer and determined that the Transaction was a merger of a private operating entity into a non-operating public
shell corporation. This type of transaction is generally not considered a business combination because the accounting acquiree (i.e.,
the Legal Acquirer, the non-operating public shell corporation) does not meet the definition of a business under ASC 805. Instead, these
types of transactions are considered to be capital transactions for the net monetary assets of the public shell corporation accompanied
by a recapitalization. ASC 805-40-30-2 provides guidance on the consideration transferred in a reverse merger.

 ASC
805-40-30-2

 In
a reverse merger, the accounting acquirer usually issues no consideration for the acquiree. Instead, the accounting acquiree usually
issues its equity shares to the owners of the accounting acquirer. Accordingly, the acquisition date fair value of the consideration
transferred by the accounting acquirer for its interest in the accounting acquiree is based on the number of equity interests the legal
subsidiary would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity
that results from the reverse merger. These interests include the fair value of intellectual property. In this Transaction, the Accounting
Acquirer received the value of a license agreement (the "License") between the Legal Acquirer and Pinata Holdings, Inc. and,
as a result of the Transaction, the Company was then able to monetize the License. The Company used an Income Based Valuation to determine
the value of the License at the closing of the Transaction. The Company estimated the income that could be derived from the License over
a five-year period (reduced to present value), taking into consideration the non-exclusivity of the License and that as of the date of
the closing of the Transaction, the applicable pending patents had not yet issued.

 2 .
 Regarding
 the accounting described in your response to prior comment 1, under GAAP acquired assets should be recorded at their cost, i.e. the
 fair value of the consideration exchanged for the acquired assets. If you continue to believe the transaction should be accounted
 for as an acquisition:

 ●
 identify
 for us the consideration exchanged for the acquired assets;

 ●
 tell
 us the fair value of this consideration; and

 ●

 provide us the objective evidence that is the basis for your fair value determination.

 The
Company respectfully advises the Staff that it maintains that its sole asset at September 30, 2025, was a license agreement to utilize
patent pending technology. Polomar, as the accounting acquirer, desired access to this technology to utilize in its F, D & C 503A
compounding pharmacy located in Tampa, FL and licensed by the Florida Board of Pharmacy. The Company utilized the Income (Revenue) Valuation
Method to determine the net present value of the intellectual property acquired in the Transaction and the Cost Valuation Method to determine
the value of the remaining intangible assets transferred in the Transaction. The Company maintains that this was a reverse capitalization
and not an asset acquisition because Trustfeed did not qualify as a business under ASC 805 and therefore, the assets could not be acquired
in a "business combination". The Company acknowledges that this type of reverse recapitalization is atypical, but applicable
GAAP accounting under ASC 805 regarding reverse recapitalization allows fair value to be predicated upon the Income Valuation Method.

 *
* * * *

 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, Polomar Health Services, Inc.
 Charlie
 Lin, CFO, Polomar Health Services, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

Terrence M. Tierney
President
Polomar Health Services, Inc.
10940 Wilshire Blvd.
Suite 1500
Los Angeles, CA 90024

 Re: Polomar Health Services, Inc.
 Amendment No. 1 to the Form 10-Q for the Period Ended September 30,
2024
 Response dated April 1, 2025
 File No. 000-56555
Dear Terrence M. Tierney:

 We have reviewed your April 1, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March
17, 2025 letter.

Amendment No. 1 to the Form 10-Q for the Period Ended September 30, 2024
License Agreement Valuation, page F-7

1. In your response to prior comment 1 you said the Company applied an
income
 approach valuation to establish the fair market value of the
intellectual property
 acquired in the reverse merger. We note this conflicts with what you
reported in
 the explanatory note in your Form 10-Q/A regarding the accounting
treatment where
 you said "the Company and its Board of Directors, determined that the
Acquisition
 was a recapitalization." Considering your conclusion that the
transaction was a
 recapitalization of Polomar and not a reverse merger, explain why you
are assigning
 value to acquired assets. Explain to us how your accounting complies
with GAAP and
 revise your disclosures accordingly.
2. Regarding the accounting described in your response to prior comment 1,
under
 April 28, 2025
Page 2

 GAAP acquired assets should be recorded at their cost, i.e. the fair
value of the
 consideration exchanged for the acquired assets. If you continue to
believe the
 transaction should be accounted for as an acquisition:
 identify for us the consideration exchanged for the acquired assets;
 tell us the fair value of this consideration; and
 provide us the objective evidence that is the basis for your fair
value
 determination.

 Please contact Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements
and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April
1, 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.
 Amendment
 No. 1 to the 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 March 17, 2025 (the "Comment Letter"), with respect to the Company's Amendment No. 1
to the Form 10-Q for the Period Ended September 30, 2024, filed on March 7, 2025 (the "Form 10-Q/A").

 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/A. Responses to these comments have been provided by the Company to us and are set forth in this letter.

 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.

 Amendment
No. 1 to the Form 10-Q for the Period Ended September 30, 2024

 License
Agreement Valuation, page F-7

 1. We
 note your response to prior comment 2 in which you indicate that you have eliminated the
 section regarding "Merger Valuation" and adjusted the value of intellectual property
 and other intangible assets in your amended Form 10-Q for the Period Ended September 30,
 2024. We also note that in your Form 10-Q for the Period Ended September 30, 2024, filed
 on November 19, 2024, you disclosed that as of the date of the filing the license agreement
 had no value, and you did not record any other intangible assets on your balance sheet. In
 light of prior reporting, please tell your basis, with reference to accounting literature,
 for recording intellectual property and other intangible assets as of September 30, 2024.
 In this regard, please provide us a detailed analysis to show how you valued intellectual
 property and other intangible assets.

 We
respectfully advise the Staff that, utilizing the guidance afforded under ASC 820, Fair Value Measurement, the Company
applied an income approach valuation to establish the fair market value of the intellectual property acquired in the reverse merger,
specifically, the License Agreement. Please see Net Present Value ("NPV") calculation at September 30, 2024 of the
license agreement based upon pro-forma income assumptions, attached as Exhibit A to this Response Letter. The Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed on November 19, 2024, inadvertently aggregated intellectual
property and other intangible assets on the balance sheet as "Intellectual property", which was bifurcated as separate
entries on the balance sheet in the Form 10-Q/A; further the description of the value of the license agreement is correct in that
no expenses were incurred and no revenue was recognized at September 30, 2024, but the valuation of the license at -0- is an error which
was corrected on the balance sheet in the Form 10-Q/A.

 Other
intangible assets consist of the domain names SlimRx.com, Polomeds.com, Polomarsp.com, Polomarhs.com, and non-proprietary medication
formulations. The Company incurred expenses in acquiring the domain names, including additional obligations in the development of the
websites and ongoing annual maintenance of those websites. Utilizing a cost approach valuation method pursuant to ASC 820, the Company
determined the Fair Value of other intangible assets to be $250,000 at September 30, 2024. Please see attached ten-year
pro-forma cost analysis associated with the domain names, attached as Exhibit B to this Response Letter.

 *
* * * *

 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.

 EXHIBIT
A

 NET
PRESENT VALUE CALCULATION

 Calculation of Present Value of Licensed
IP

 Useful Length of License = 5 years

 License is non-exclusive and patents have not yet issued.

 Estimated Sales

 Drug
 Jan-25
 Feb-25
 Mar-25
 Apr-25
 May-25
 Jun-25
 Jul-25
 Aug-25
 Sep-25
 Oct-25
 Nov-25
 Dec-25
 2025
 COGS
 Royalty
 Net Revenue

 Inhalable Sildenafil

 $ 40,000
 $ 50,000
 $ 62,500
 $ 152,500
 $ 61,000.00
 $ 22,875.00
 $ 68,625.00

 Inhalable Sumatriptan

 $ 5,000
 $ 6,250
 $ 7,813
 $ 19,063
 $ 7,625.00
 $ 2,859.38
 $ 8,578.13

 $ 45,000
 $ 56,250
 $ 70,313
 $ 171,563
 $ 68,625.00
 $ 25,734.38
 $ 77,203.13

 Net Present Value @ 09/24
 $ 58,802.97

 Jan-26
 Feb-26
 Mar-26
 Apr-26
 May-26
 Jun-26
 Jul-26
 Aug-26
 Sep-26
 Oct-26
 Nov-26
 Dec-26
 2026

 Inhalable
 Sildenafil
 $ 75,000
 $ 90,000
 $ 108,000
 $ 129,600
 $ 155,520
 $ 186,624
 $ 223,949
 $ 268,739
 $ 322,486
 $ 386,984
 $ 464,380
 $ 557,256
 $ 2,968,538
 $ 1,187,415.07
 $ 445,280.65
 $ 1,335,841.95

 Inhalable
 Sumatriptan
 $ 9,375
 $ 11,250
 $ 13,500
 $ 16,200
 $ 19,440
 $ 23,328
 $ 27,994
 $ 33,592
 $ 40,311
 $ 48,373
 $ 58,048
 $ 69,657
 $ 371,067
 $ 148,426.88
 $ 55,660.08
 $ 166,980.24

 Metformin
 Gummy
 $ 10,000
 $ 11,000
 $ 12,100
 $ 13,310
 $ 14,641
 $ 16,105
 $ 17,716
 $ 19,487
 $ 21,436
 $ 23,579
 $ 25,937
 $ 28,531
 $ 42,797
 $ 17,118.70
 $ 4,279.68
 $ 21,398.38

 $ 94,375
 $ 112,250
 $ 133,600
 $ 159,110
 $ 189,601
 $ 226,057
 $ 269,658
 $ 321,818
 $ 384,233
 $ 458,936
 $ 548,365
 $ 655,444
 $ 3,382,402
 $ 1,352,960.65
 $ 505,220.41
 $ 1,524,220.57

 Net
 Present Value @ 09/24
 $ 927,688.54

 Jan-27
 Feb-27
 Mar-27
 Apr-27
 May-27
 Jun-27
 Jul-27
 Aug-27
 Sep-27
 Oct-28
 Nov-27
 Dec-27
 2027

 Inhalable
 Sildenafil
 $ 585,119
 $ 614,375
 $ 645,094
 $ 677,348
 $ 711,216
 $ 746,777
 $ 765,446
 $ 784,582
 $ 804,197
 $ 824,302
 $ 844,909
 $ 866,032
 $ 8,869,397
 $ 3,547,758.95
 $ 1,330,409.61
 $ 3,991,228.82

 Inhalable
 Sumatriptan
 $ 76,623
 $ 84,285
 $ 92,714
 $ 101,985
 $ 112,183
 $ 123,402
 $ 135,742
 $ 149,316
 $ 164,248
 $ 180,672
 $ 198,740
 $ 218,614
 $ 1,638,522
 $ 655,408.95
 $ 245,778.36
 $ 737,335.07

 Metformin
 Gummy
 $ 31,384
 $ 34,523
 $ 37,975
 $ 39,874
 $ 41,867
 $ 43,961
 $ 46,159
 $ 48,467
 $ 50,890
 $ 52,162
 $ 53,466
 $ 54,803
 $ 82,205
 $ 32,881.85
 $ 8,220.46
 $ 41,102.31

 $ 693,126
 $ 733,183
 $ 775,782
 $ 819,207
 $ 865,267
 $ 914,139
 $ 947,347
 $ 982,365
 $ 1,019,335
 $ 1,057,137
 $ 1,097,115
 $ 1,139,449
 $ 10,590,124
 $ 4,236,049.75
 $ 1,584,408.43
 $ 4,769,666.20

 Net
 Present Value @ 09/24
 $ 2,412,997.95

 Jan-28
 Feb-28
 Mar-28
 Apr-28
 May-28
 Jun-28
 Jul-28
 Aug-28
 Sep-28
 Oct-28
 Nov-28
 Dec-28
 2027

 Inhalable
 Sildenafil
 $ 909,334
 $ 920,700
 $ 932,209
 $ 943,862
 $ 955,660
 $ 967,606
 $ 979,701
 $ 991,947
 $ 1,004,346
 $ 1,016,901
 $ 1,029,612
 $ 1,042,482
 $ 11,694,359
 $ 4,677,743.68
 $ 1,754,153.88
 $ 5,262,461.64

 Inhalable
 Sumatriptan
 $ 229,544
 $ 241,022
 $ 253,073
 $ 265,726
 $ 279,013
 $ 292,963
 $ 307,611
 $ 322,992
 $ 339,141
 $ 356,099
 $ 373,903
 $ 392,599
 $ 3,653,686
 $ 1,461,474.24
 $ 548,052.84
 $ 1,644,158.52

 Metformin
 Gummy
 $ 57,543
 $ 60,420
 $ 63,441
 $ 66,613
 $ 69,944
 $ 73,441
 $ 77,113
 $ 80,969
 $ 85,018
 $ 89,268
 $ 93,732
 $ 98,418
 $ 147,628
 $ 59,051.08
 $ 14,762.77
 $ 73,813.85

 $ 1,196,421
 $ 1,222,142
 $ 1,248,723
 $ 1,276,201
 $ 1,304,617
 $ 1,334,010
 $ 1,364,426
 $ 1,395,908
 $ 1,428,505
 $ 1,462,268
 $ 1,497,247
 $ 1,533,499
 $ 15,495,672
 $ 6,198,269.00
 $ 2,316,969.49
 $ 6,980,434.00

 Net
 Present Value @ 09/24
 $ 3,035,014.29

 Jan-29
 Feb-29
 Mar-29
 Apr-29
 May-29
 Jun-29
 Jul-29
 Aug-29
 Sep-29
 Oct-29
 Nov-29
 Dec-29
 2027

 Inhalable
 Sildenafil
 $ 1,055,513
 $ 1,068,707
 $ 1,082,066
 $ 1,095,592
 $ 1,109,287
 $ 1,123,153
 $ 1,137,192
 $ 1,151,407
 $ 1,165,800
 $ 1,180,372
 $ 1,195,127
 $ 1,210,066
 $ 13,574,280
 $ 5,429,712.11
 $ 2,036,142.04
 $ 6,108,426.13

 Inhalable
 Sumatriptan
 $ 412,229
 $ 422,534
 $ 433,098
 $ 443,925
 $ 455,023
 $ 466,399
 $ 478,059
 $ 490,010
 $ 502,260
 $ 514,817
 $ 527,687
 $ 540,880
 $ 5,686,921
 $ 2,274,768.46
 $ 853,038.17
 $ 2,559,114.51

 Metformin
 Gummy
 $ 103,339
 $ 108,506
 $ 113,932
 $ 116,780
 $ 119,699
 $ 122,692
 $ 124,226
 $ 125,778
 $ 127,351
 $ 128,943
 $ 130,554
 $ 132,186
 $ 133,839
 $ 53,535.43
 $ 13,383.86
 $ 66,919.29

 $ 1,571,081
 $ 1,599,748
 $ 1,629,095
 $ 1,656,297
 $ 1,684,009
 $ 1,712,243
 $ 1,739,476
 $ 1,767,196
 $ 1,795,411
 $ 1,824,132
 $ 1,853,368
 $ 1,883,132
 $ 19,395,040
 $ 7,758,016.00
 $ 2,902,564.07
 $ 8,734,459.92

 Net
 Present Value @ 09/24
 $ 3,359,913.18

 Net
Present Value of Licensed IP @ 9/30/24 $9,735,613.97

 EXHIBIT
B

 TEN-YEAR
PRO-FORMA COST ANALYSIS

 Calculation
of Cost of Domains

 Useful Life of Domain = 10 years

 Cost Basis Approach

 Acquisition Cost
 Initial Development
 Additional Development

 Domain Name
 Sep-24
 Sep-24
 Sep-25

 Polomarsp.com
 $ 1,000.00
 $ 7,500.00
 $ 4,500.00

 SlimRX.com
 $ 1,750.00
 $ 25,000.00
 $ 5,000.00

 Polomarhs.com
 $ 500.00
 $ 17,500.00
 $ 10,000.00

 Polomeds.com
 $ 1,250.00
 $ 20,000.00
 $ 5,000.00

 $ 4,500.00
 $ 70,000.00
 $ 24,500.00

 Total Acquisition & Development
 $ 99,000.00

 Domain Name
 Annual Maintenance

 Jul-25
 Jul-26
 Jul-27
 Jul-28
 Jul-29
 Jul-30
 Jul-31
 Jul-32
 Jul-33
 Jul-34
 Total Maintenance

 Polomarsp.com
 $ 1,250.00
 $ 1,281.25
 $ 1,313.28
 $ 1,346.11
 $ 1,379.77
 $ 1,414.26
 $ 1,449.62
 $ 1,485.86
 $ 1,523.00
 $ 1,561.08

 SlimRX.com
 $ 5,000.00
 $ 5,125.00
 $ 5,253.13
 $ 5,384.45
 $ 5,519.06
 $ 5,657.04
 $ 5,798.47
 $ 5,943.43
 $ 6,092.01
 $ 6,244.31

 Polomarhs.com
 $ 5,000.00
 $ 5,125.00
 $ 5,253.13
 $ 5,384.45
 $ 5,519.06
 $ 5,657.04
 $ 5,798.47
 $ 5,943.43
 $ 6,092.01
 $ 6,244.31

 Polomeds.com
 $ 2,250.00
 $ 2,306.25
 $ 2,363.91
 $ 2,423.00
 $ 2,483.58
 $ 2,545.67
 $ 2,609.31
 $ 2,674.54
 $ 2,741.41
 $ 2,809.94

 $ 13,500.00
 $ 13,837.50
 $ 14,183.44
 $ 14,538.02
 $ 14,901.47
 $ 15,274.01
 $ 15,655.86
 $ 16,047.26
 $ 16,448.44
 $ 16,859.65
 $ 151,245.65

 Total Acquisition, Development and Maintenance
 $ 250,245.65

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2025

Terrence M. Tierney
President and Chief Financial Officer
Polomar Health Services, Inc.
10940 Wilshire Blvd.
Suite 1500
Los Angeles, CA 90024

 Re: Polomar Health Services, Inc.
 Amendment No. 1 to the Form 10-Q for the Period Ended September 30,
2024
 File No. 000-56555
Dear Terrence M. Tierney:

 We have reviewed your March 7, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our
December 17, 2024 letter.

Amendment No. 1 to the Form 10-Q for the Period Ended September 30, 2024
License Agreement Valuation, page F-7

1. We note your response to prior comment 2 in which you indicate that you
have
 eliminated the section regarding "Merger Valuation" and adjusted the
value of
 intellectual property and other intangible assets in your amended Form
10-Q for the
 Period Ended September 30, 2024. We also note that in your Form 10-Q for
the
 Period Ended September 30, 2024, filed on November 19, 2024, you
disclosed that as
 of the date of the filing the license agreement had no value, and you
did not record
 any other intangible assets on your balance sheet. In light of prior
reporting, please tell
 us your basis, with reference to accounting literature, for recording
intellectual
 property and other intangible assets as of September 30, 2024. In this
regard, please
 provide us a detailed analysis to show how you valued intellectual
property and other
 intangible assets.
 March 17, 2025
Page 2

 Please contact Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements
and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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.

February 13, 2025
Terrence M. Tierney
President and Chief Financial Officer
Polomar Health Services, Inc.
10940 Wilshire Blvd.
Suite 1500
Los Angeles, CA 90024
Re:Polomar Health Services, Inc.
Form 10-Q for the Period Ended September 30, 2024
File No. 000-56555
Dear Terrence M. Tierney:
            We issued comments to you on the above captioned filing on December 17, 2024. As
of the date of this letter, these comments remain outstanding and unresolved. We expect you
to provide a complete, substantive response to these comments by February 28, 2025.
            If you do not respond, we will, consistent with our obligations under the federal
securities laws, decide how we will seek to resolve material outstanding comments and
complete our review of your filing and your disclosure. Among other things, we may decide
to release publicly, through the agency's EDGAR system, all correspondence, including this
letter, relating to the review of your filings, consistent with the staff's decision to publicly
release comment and response letters relating to disclosure filings it has reviewed.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

  January 13, 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 your correspondence
dated December 17, 2024, received from the staff of the Division of Corporation Finance (the “Staff”) relating to the above-referenced
filing of the Company (the “Correspondence”).

In
the Correspondence, you requested that the Company respond to the comments contained therein within ten business days or advise the Staff
when the Company will respond. The Company respectfully requests an extension of the original due date in order to allow the Company
to prepare a response to the Staff’s comments. We anticipate that the Company’s response will be submitted to your office
no later than February 7, 2025.

If
you have any questions relating to the foregoing, please contact me at (516) 663-6580 or sfox@rmfpc.com.

  Very truly yours,

  /s/
  Stephen E. Fox

  For the Firm

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

December 17, 2024
Terrence M. Tierney
President and Chief Financial Officer
Polomar Health Services, Inc.
10940 Wilshire Blvd.
Suite 1500
Los Angeles, CA 90024
Re:Polomar Health Services, Inc.
Form 10-Q for the Period Ended September 30, 2024
File No. 000-56555
Dear Terrence M. Tierney:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.
Note 1. Nature and Description of Business
Merger Valuation, page F-6
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 2.

December 17, 2024
Page 2
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.

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.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

July 31, 2024
Terrence M. Tierney
President and Chief Financial Officer
Trustfeed Corp.
10940 Wilshire Boulevard
Suite 705
Los Angeles, CA 90024
Re:Trustfeed Corp.
Revised Preliminary Information Statement on Schedule 14C
Filed July 25, 2024
File No. 000-56555
Dear Terrence M. Tierney:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Stephen E. Fox

CORRESP
1
filename1.htm

  July
25, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Office
of Technology

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Matthew Crispino and Jan Woo

 Re: Trustfeed
                                            Corp.

    Information
                                            Statement on Schedule 14C

    Filed
                                            July 17, 2024

    File
                                            No. 000-56555

Ladies
and Gentlemen:

On
behalf of our client, Trustfeed Corp. (the “Company”), we hereby transmit this letter in response to the written comment
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s
letter, dated July 23, 2024 (the “Comment Letter”), with respect to the Company’s Information Statement on Schedule
14C (the “Information Statement”).

The
Staff’s comment calls for the explanation of, or supplemental information as to, various matters relating to disclosures provided
in the Information Statement.

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. Capitalized terms used in the Company’s responses not otherwise defined shall have the meanings
ascribed to those terms in the Information Statement.

Information
Statement on Schedule

14C
General

1. We
                                            note your disclosure that the actions taken by written consent on July 11, 2024 are conditions
                                            to the closing of your merger agreement with Polomar Specialty Pharmacy, LLC. Please revise
                                            your information statement to provide the information required by Item 14 of Schedule 14A.
                                            Alternatively, provide a detailed legal analysis explaining why you believe you are not required
                                            to provide this information. Refer to Item 1 of Schedule 14C and Note A of Schedule 14A.

The
Company respectfully advises the Staff that it previously reviewed and considered Item 14 (“Item 14”) and Note A (“Note
A”) to Schedule 14A, as well as the Division of Corporation Finance’s Compliance and Disclosure Interpretations Question
151.02 (“Question 151.02”), in determining whether to include in the Information Statement the disclosures required by Item
14. The Company determined, and continues to believe, that Item 14 is inapplicable to the various corporate actions described in the
Information Statement (the “Corporate Actions”).

First,
none of the Corporate Actions relate to (1) a merger or consolidation; (2) an acquisition of securities of another person; (3) an acquisition
of any other going business or the assets of a going business; (4) a sale or other transfer of all or any substantial part of assets;
or (5) a liquidation or dissolution, as each of the Corporate Actions stands on its own and is expected to be effected regardless of
the successful consummation or termination of the Merger.

Second,
Note A is inapplicable because the Corporate Actions (1) do not involve other matters with respect to which information is called for
by other items of Schedule 14A, (2) there was no solicitation of securityholders for the purposes of authorization of additional securities
which are to be used to acquire another specified company, and (3) the Company’s securityholders are not required to, nor did they,
vote on the Merger; rather, the Company already received majority stockholder approval for the Corporate Actions independent of
the Merger and the Merger Agreement, in accordance with applicable Nevada law.

Third,
the Corporate Actions can be distinguished from the scenario described in Question 151.02 because obtaining approval of the various Corporate
Actions is not necessary for the Company to meet its obligations under the Merger Agreement or any other instrument entered into in connection
with the Merger, notwithstanding the conditions to close in the Merger Agreement, for the reasons described below. Further, there is
no substantial likelihood that a reasonable security holder would consider the Merger information important in making a voting decision
on the Corporate Actions based on the relevant facts and circumstances and, therefore, the Corporate Actions are not an “integral
part” of the Merger, as contemplated by Question 151.02. Finally, for the reasons discussed more fully below, we believe that the
information required by Item 14 is not material to, and could potentially mislead, our shareholders in connection with the Corporate
Actions.

Item
14

Item
14 states, in part, that, “If action is to be taken with respect to any of the following transactions, provide the information
required by this Item:

(1)
A merger or consolidation;

(2)
An acquisition of securities of another person;

(3)
An acquisition of any other going business or the assets of a going business;

(4)
A sale or other transfer of all or any substantial part of assets; or

(5)
A liquidation or dissolution.”

None
of the Corporate Actions fall within any of the above actions, as the Corporate Actions generally relate instead to the (a) authorization
and approval of an amendment to the Company’s Articles of Incorporation, as amended (the “Existing Articles”), to effect
a change of name of the Company (the “Name Change”), (b) authorization and approval of an amendment to the Existing Articles
to effect an increase in the number of authorized shares of the Company’s “blank check” preferred stock to 5,000,000
(the “Authorized Stock Increase”), (c) authorization and approval of an amendment to the Existing Articles, to effect a reverse
stock split (the “Reverse Stock Split”) and (d) adoption of the Company’s 2024 Equity and Incentive Compensation Plan
(the “Incentive Plan”).

Additionally,
the Company respectfully submits that the inclusion of information required by Item 14 may, in fact, cause confusion regarding the nature
of the Corporate Actions and mislead shareholders by suggesting that the Company is asking for their vote, in part, to approve or disapprove
the consummation of the Merger indirectly through the Corporate Actions. As no action is to be taken with respect to any matter set forth
in any of the above actions in Item 14, including the information required by Item 14 with respect to the Merger risks causing confusion
and potentially misleading shareholders.

Note
A

Note
A to Schedule 14A states that:

“[w]here
any item calls for information with respect to any matter to be acted upon and such matter involves other matters with respect to which
information is called for by other items of this schedule, the information called for by such other items shall also be given. For example,
where a solicitation of security holders is for the purpose of approving the authorization of additional securities which are to be used
to acquire another specified company, and the registrants’ security holders will not have a separate opportunity to vote upon the
transaction, the solicitation to authorize the securities is also a solicitation with respect to the acquisition.”

We
respectfully submit that the Corporate Actions do not involve another matter (i.e., the Merger) with respect to which information is
called for by other items of Schedule 14A, notwithstanding the conditions to close in the Merger Agreement, and therefore the information
called for by Item 14 need not be given. The Corporate Actions can be differentiated from the example in Note A because, unlike in Note
A, the Company’s shareholders have not been (and will not be) asked to approve the issuance of additional securities that are to
be used to acquire another company. While the Company has obtained majority consent of its shareholders to approve each of the Corporate
Actions, the Corporate Actions are not to be effected “to acquire another specified company” as cited in Note A.

As
disclosed in the Company’s public filings, the Company has been anticipating entering into a future transaction which would result
in the acquisition of one or more businesses, companies or assets classes. As part of that process, the Company determined that it needed
to make adjustments to its capitalization to make the Company more attractive to potential merger candidates, employees and investors.
Accordingly, the Company proceeded to effect the (a) Authorized Stock Increase, (b) Reverse Stock Split and (c) adoption of the Incentive
Plan, all incidental to and in parallel with the Merger, but not as a result of the Merger Agreement or the Merger. Additionally, although
the Corporate Actions include the Name Change, the Name Change is expected to be effected regardless of whether the Merger is actually
consummated, as the Company wishes to move away from the “Trustfeed” brand as it moves into other business opportunities
and it can rebrand itself under the new name “Polomar Health Services, Inc.” regardless of whether it actually acquires Polomar
(for instance, the Company has a license to certain intellectual property and it can brand this new potential business under the new
name even if the Merger is not consummated). Conversely, the parties to the Merger Agreement also have the right to waive the Name Change
and the other Corporate Actions as a closing condition. In fact, the inclusion of the Name Change in the Merger Agreement as a closing
condition, along with the other Corporate Actions, are merely included in the Merger Agreement to allow the Company to move forward with
such actions during the pendency of the Merger, and not because the parties do not intend to close the Merger in the event the Corporate
Actions are not effected. To clarify this intention and avoid any confusion, the Company has revised the disclosure on pages 4, 5, 9,
10 and 12 of the Information Statement, and is filing an Amendment No. 1 to the Information Statement concurrently with this letter to
reflect such revisions.

The
Company’s Board had full authority, without shareholder approval, to consummate the transactions contemplated by the Merger Agreement
and to issue its common stock pursuant to the transaction. No Company shareholder vote has been or is being sought with respect to the
authorization of the Merger or the issuance of Company securities that may be used to acquire Polomar. Rather, the Company’s majority
shareholder already consented to the Corporate Actions as required by applicable Nevada law, independent of the Merger Agreement and
the Merger.

The
vote of the Company’s majority shareholder to approve the Corporate Actions is independent of, and will neither have any bearing
on, nor facilitate, the completion of the Merger, in spite of the closing conditions in the Merger Agreement, as the parties have expressed
a desire to consummate the Merger as soon as practicable, without waiting for the effectiveness of any of the Corporate Actions. The
Company’s shareholders neither have the legal right to unwind the Merger Agreement nor to vote upon the Merger.

The
Corporate Actions instead relates to the independent question of making the Company more attractive to potential merger candidates, employees
and investors, regardless of the status of, or even existence of, the Merger Agreement and the Merger. If the Company and Polomar determine
not to proceed with the Merger or if it otherwise fails to close, the Company still intends to proceed with the Corporate Actions, and
if the Company for whatever reason does not proceed with the Corporate Actions, the Company still expects to proceed with the Merger.

Question
151.02

Question
151.02, which provides guidance interpreting Note A, describes a scenario where the solicitation of shareholder approval by a registrant
for the authorization of the issuance of additional shares of common stock following the closing of an acquisition of another company
would “involve” such acquisition for purposes of Note A and therefore would require the registrant to include in the proxy
statement information about the acquisition called for by Schedule 14A. Question 151.02 explains that “[a] proposal “involves”
another matter within the meaning of Note A when information about the other matter that is called for by Schedule 14A is material to
a security holder’s voting decision on the proposal presented.” Crucially, Question 151.02 continues that “[t]he determination
as to whether there is a substantial likelihood that a reasonable security holder would consider the information important in making
a voting decision on a proposal ultimately depends on all the relevant facts and circumstances.”

As
previously explained, the Merger Agreement and the Merger were not material to the majority stockholder’s approval of the Corporate
Actions, as they are all incidental to the Merger Agreement and the Merger, and are being done in parallel to the Merger and not as a
result of the Merger. Furthermore, all of the relevant facts and circumstances clearly show that the information with respect to the
Merger and the Merger Agreement are not important in making a voting decision by the majority shareholder of the Company, who previously
approved the Corporate Transactions without benefit of the information otherwise called for by Item 14. In any event, relevant information
regarding the Merger and the Merger Agreement have been previously filed by the Company in a Current Report on Form 8-K with the Commission,
and will continue to be filed in its periodic and current reports with the Commission in accordance with the rules and regulations thereunder.

In
light of the foregoing, the Company respectfully submits that the information on the Merger otherwise required by Item 14 is inapplicable
to the information to be provided to the Company’s shareholders with respect to the Corporate Actions and is immaterial to the
voting decisions with respect to the Corporate Actions based upon all of the relevant facts and circumstances. Such information, if included
in the Information Statement, may in fact cause confusion regarding the nature of the Corporate Actions and mislead shareholders into
believing that the Corporate Actions are related to the Merger or that they are conditioned on each other.

*
* * * *

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:
  Trustfeed Corp.

July 23, 2024
Terrence M. Tierney
President and Chief Financial Officer
Trustfeed Corp.
10940 Wilshire Boulevard
Suite 705
Los Angeles, CA 90024
Re:Trustfeed Corp.
Information Statement on Schedule 14C
Filed July 17, 2024
File No. 000-56555
Dear Terrence M. Tierney:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Information Statement on Schedule 14C
General
1.We note your disclosure that the actions taken by written consent on July 11, 2024 are
conditions to the closing of your merger agreement with Polomar Specialty Pharmacy,
LLC. Please revise your information statement to provide the information required by
Item 14 of Schedule 14A. Alternatively, provide a detailed legal analysis explaining why
you believe you are not required to provide this information. Refer to Item 1 of Schedule
14C and Note A of Schedule 14A.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

July 23, 2024
Page 2
            Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Stephen E. Fox

United States securities and exchange commission logo
August 3, 2023
Rasmus Refer
Chief Executive Officer
Trustfeed Corp.
140 Broadway, 46th Floor
New York, NY 10005
Re:Trustfeed Corp.
Registration Statement on Form 10-12G
Filed May 31, 2023
File No. 000-56555
Dear Rasmus Refer:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

United States securities and exchange commission logo
July 20, 2023
Rasmus Refer
Chief Executive Officer
Trustfeed Corp.
140 Broadway, 46th Floor
New York, NY 10005
Re:Trustfeed Corp.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed July 6, 2023
File No. 000-56555
Dear Rasmus Refer:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
June 27, 2023 letter.
Amendment No. 1 to Registration Statement on Form 10-12G filed on July 6, 2023
Products and Services, page 3
1.We note your response to prior comment 3 and also note your revised disclosure on pages
F-7 and F-15, indicating that the company generates revenue from customized data
packages, which is a Leads Ordering system for the purpose of generating lists of sales
leads.  Please revise to ensure that the information in your "Products and Services" section
on page 3 is consistent with your disclosures on page F-7 and F-15, and your "Revenue
Models" section on page 5.

 FirstName LastNameRasmus Refer
 Comapany NameTrustfeed Corp.
 July 20, 2023 Page 2
 FirstName LastName
Rasmus Refer
Trustfeed Corp.
July 20, 2023
Page 2
Business
Competition, page 6
2.We note your response to prior comment 5, including your statement that your offer
similar services to several leading companies "but with a much larger platform."  To the
extent you continue to include this disclosure, please provide support for this and other
similar statements and ensure you provide balanced disclosure.  For example, to the extent
that you compare the size of your company platform to the platforms of leading
competitors, please support your claims by providing numerical information for each
competitor along with the source of the information relied upon.  Additionally, to balance
this disclosure, please ensure you discuss that these other companies have much higher
revenue and user counts, among other metrics, than you.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Claire DeLabar, Senior Staff Accountant, at 202-551-3349 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Mariam Mansaray,
Staff Attorney, at 202-551-6356 or Mitchell Austin, Staff Attorney, at 202-551-3574 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

United States securities and exchange commission logo
June 27, 2023
Rasmus Refer
Chief Executive Officer
Trustfeed Corp.
140 Broadway, 46th Floor
New York, NY 10005
Re:Trustfeed Corp.
Registration Statement on Form 10-12G
Filed May 31, 2023
File No. 000-56555
Dear Rasmus Refer:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12G filed May 31, 2023
Business, page 1
1.You state that, “Trustfeed uses its own proprietary state-of-the-art crawler technology,
machine learning and Artificial intelligence tools which are the techniques behind the goal
for trustworthy information. With the technology Trustfeed is continuously adding
companies and company information with the aim of ensuring current accurate and
reliable company information available 24/7.”  Please explain the basis for referring to
these techniques as “state-of-the-art.”

 FirstName LastNameRasmus Refer
 Comapany NameTrustfeed Corp.
 June 27, 2023 Page 2
 FirstName LastName
Rasmus Refer
Trustfeed Corp.
June 27, 2023
Page 2
2.Please support each statement or statistic referenced below by identifying the sources of
all data utilized.
•There has been a post-Covid 19 surge in the volume of online ratings and reviews (40
to 80 percent higher during the core pandemic months in 2020, compared with 2019).
•E-commerce, which had already been expanding, experienced ten years’ growth
during the first quarter of 2020.
•When over 50% of Amazon sales are made through third party sellers (42 billion
USD in third party service revenues) it is important to be able to have fundamental
information available about a company.
•B2C buyers go to sites that specialize in consumer product reviews for anything from
kitchen goods to garden furniture. Most people are familiar with sites like Amazon,
Trustpilot, Best Buy, Google and Yelp. Nearly half of U.S. internet users start
product searches on Amazon compared to 35% on Google.
•A study of fraud found that up to 16% of Yelp review were suspicious. Some
Amazon categories had up to 64% of fake reviews.
3.We note your disclosure on page 2 that you offer software-as-a-service (“SaaS”) based
applications and services to your business and consumer customers, which is available
through freemium and paid subscription and that your entire revenue for 2022 consisted of
data sales. Your disclosures on page F-6 indicates that your revenue recognition occurs at
the time product is shipped to customers when control transfers to customers. It is unclear
the products and services you offer and how revenue is recognized. Your reference to
products being shipped here should be clarified as your revenue disclosure does not refer
to products and services requiring shipment. Accordingly, please tell us more about each
of the product and service categories you offer and explain when revenue is recognized
for each.
4.We note your disclosure that on page 3 that the global Total Addressable Market
(excluding China) is estimated by OC&C Strategy Consultants LLP (“OC&C”) to be
approximately $50 billion.  Please revise to provide the definition of Total Addressable
Market and explain how the $50 billion was calculated.  Additionally, clarify whether you
commissioned this data/report for use in connection with this registration statement.

 FirstName LastNameRasmus Refer
 Comapany NameTrustfeed Corp.
 June 27, 2023 Page 3
 FirstName LastName
Rasmus Refer
Trustfeed Corp.
June 27, 2023
Page 3
5.We note your disclosure on page 6 that "We face competition from: Tripadvisor, Yelp,
Glassdoor, Trustpilot, Capterra as well as to a certain extent Social networks, such as
Facebook and Twitter.” Please revise your disclosure to fully describe your competitive
position with respect to each of your products. For example, compare the specifications
and search engine capabilities of your software with the technology of its competitors.

To the extent that you compare your performance relative to competitors, please revise to
specify the products or procedures to which you are comparing your products. We note,
for instance, that for some of the competitive advantages you list on page 6, such as that
you use advanced proprietary algorithms and AI and that you have 100 million entries in
your database and add companies daily, it is not clear to which other procedures you are
comparing your product or to what extent you have knowledge of the research and
development efforts of your competitors. Additionally, please explain to us how you
determined that these comparisons accurately reflect the current state of the competitive
technology.

We also note that a significant majority of the companies you identified as competitors
have significantly larger client bases and longer operating histories than you. Please
convey additional information regarding your status relative to your competitors to
provide evidence for your claim that you have a competitive advantage. Additionally,
explain why you believe such comparison is useful for investors.
6.We note your statement on pages 1 and 2 that “To make sound purchasing decisions,
consumers need to trust the companies they buy from and the products they sell. Three big
problems stand in the way.” However, you subsequently only list two problems. Please
revise accordingly.
7.We note that Fastbase is your controlling shareholder.  Please revise to disclose that
Fastbase's common stock is quoted on the OTC Pink Market and provide its trading
symbol.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 20
8.We note that you have two classes of voting securities, common stock and Series A
preferred stock.  Please revise the table to provide a footnote disclosing the voting rights
of your Series A preferred stock.  Additionally, please revise the beneficial ownership
table to include a total voting power column that discloses Rasmus Refer's total voting
power percentage.

 FirstName LastNameRasmus Refer
 Comapany NameTrustfeed Corp.
 June 27, 2023 Page 4
 FirstName LastName
Rasmus Refer
Trustfeed Corp.
June 27, 2023
Page 4
General
9.We note that you own office space in Denmark.  Please tell us whether your sole office
and director, Rasmus Refer, resides outside of the United States.  To the extent Rasmus
Refer is located outside the United States, please add a risk factor addressing the
difficulties U.S. stockholders may have in effecting service of process, enforcing
judgments and bringing original actions in foreign courts to enforce liabilities based on the
U.S. federal securities laws.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mariam Mansaray,
Staff Attorney, at (202) 551-5176 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

February 1, 2011
 Dale Paisley Chief Financial Officer HealthMed Services Ltd. 1250 Oakmead Parkway Sunnyvale, CA 94085
Re: HealthMed Services Ltd.
Form 10-K for Fiscal Year Ended December 31, 2009 File No. 333-152439

Dear Mr. Paisley:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.
Sincerely,
      /s/ Barbara C. Jacobs       Barbara C. Jacobs      A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    healthmedsecletter011211.htm

HealthMed Services Ltd.

1250 Oakmead Parkway

Sunnyvale, California 94085

January 12, 2011

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention:         Katherine Wray

Re:          HealthMed Services Ltd.

Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 31, 2010

Form 10-Q for Fiscal Quarter Ended June 30, 2010

Filed August 23, 2010

File No. 333-152439

Dear Ms. Wray:

Please be informed that we have received and read your letter date November 3, 2010, regarding the above-referenced matters.  We intended to provide a response to that letter no later than January 7, 2011, as specified in our letter to you dated December 23, 2010; provided, however, because of our inability to obtain the consent of our auditors, Gruber & Company, LLC, regarding the use of their report regarding our audited financial statements for the fiscal year ended December 31, 2009, our response to that letter was delayed.  In response to the comments specified in that letter, please be informed as follows:

Form 10-K for the Fiscal Year Ended December 31, 2009

Cover Page

1.

The cover page appears to present the aggregate market value of your common stock held by non-affiliates as of March 22, 2010, instead of as of the end of the most recently-completed second fiscal quarter (i.e., June 30, 2009), as called for by Form 10-K.  Please confirm that you will provide this information as of the appropriate date in future filings.

1

Response

We hereby confirm that we will provide this information as of the appropriate dates in future filings.

Item 1. Business, page 4

2.

Please revise your disclosure in Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations to express clearly the status of the company’s business.  It is unclear from the disclosure provided in these sections what, if anything, the company has accomplished to date from an operational perspective.  State what you have accomplished to date and what remains to be accomplished in order for you to begin to generate revenues.  For example, we note risk factor disclosure on page 9 stating that your website is operational but requires additional work before being able to generate revenues.  Please discuss more specifically the current functionality of your website and the additional work you intend to do on it, and disclose the website address.

Response

We have revised our disclosure in Business and Management’s Discussion and Analysis of Financial Condition and Result of Operations to express clearly the status of our business.

3.

You disclose that you intend to offer medical advise, information, products and services through your website and call centers.  As a development stage company, any discussion of your business plans should be balanced with disclosure that your business may not materialize in the event you are unable to execute on your plan.  Ensure that all claims relating to events that you expect to occur at a future time are expressed as objectives that may not be accomplished.  With respect to statements that predict accomplishments in the future, expand to provide meaningful discussions of the events or circumstances that may prevent the accomplishment of these objectives.  In addition, please ensure that references to your website reflect the status of its development.

Response

As a development stage company, we have revised the information regarding our business plans with appropriate disclosure that our business may not materialize in the event we are unable to execute our business plan.  Additionally, we have disclosed that the events which we expect may occur in the future as objectives may not be accomplished.  Additionally, please note, we have included information to provide meaningful discussions of the events or circumstances that may prevent the

2

accomplishment of the various objectives.  Finally, please note, we have disclosed the status of the development of our website.

4.

Please also ensure that disclosure throughout the filing is up-to-date.  For example, please revise your statement on page 8 that you intend to roll out your “less costly, more flexible ASP system in the US market in third quarter 2009,” to reflect the company’s current expectations and operational status.

Response

Please note, we have ensured that the disclosures throughout the filing are up-to-date.

5.

Please specifically disclose the factual basis for and the context of your claims, beliefs and opinions set forth in your Form 10-K.  You must be able to substantiate on a reasonable basis all such claims, beliefs and opinions.  Avoid making promotional claims that lack a reasonable basis.  We note, as examples only, the following statements that appear to require support:

●

“[W]e anticipate that we will be competitive in all aspects of the domestic and international market for health information services,” page 6;

●

[Our application service provider] will provide a 30% price advantage over the competition with the flexibility to customize outsourced services to the needs of large insurers,” page 7;

●

[O]ur proposed accreditation by the American Health care Accreditation Commission (URAC) gives us direct access to the HMOs and others that have sought this prized accreditation in their own fields,” page 7; and

●

“We have positioned ourselves as a central player in the ‘Connected Health Marketplace’ that is transforming health care systems globally,” page 9.

Response

Please note, we have eliminated those claims, beliefs and opinions set forth in our Form 10-K.  Additionally, we have attempted to avoid making promotional claims that lack a reasonable basis.

Item 1A. Risk Factors, page 9

6.

Please provide risk factor disclosure addressing risks related to the going-concern opinion issued by your auditor.

Response

3

Please note, we have included a risk factor disclosing risks related to the going concern opinion issued by our auditor.

“Because we have two directors…,” page 10

7.

This risk factor discusses risks associated with having an even number of directors, but your disclosure regarding directors and executive officers beginning on page 21 indicates that the company has only one director.  Please advise.

Response

Please note, we have amended the provisions of the Form 10-K to specify accurately and consistently the number of our directors, which is one.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 12

8.

Please tell us why you have not provided the high and low bid information for your common stock for the quarterly periods ended June 30, September 30, and December 30, 2009.  In this regard, we note that disclosure in this section, including the opening paragraph and footnote 2 to the table, suggests that your common stock has been quoted on the Over-the-Counter Bulletin Board since November 10, 2008.  Please also clearly indicate in your disclosure periods for which there is or was no established public trading market for your common stock.  Refer to Item 201(a) of Regulation S-K

Response

Please note, we have not amended the Form 10-K to disclose the high and low bid information for our common stock for the quarterly periods ended June 30, September 30, and December 31, 2009, as we haven’t been able to ascertain that information.  Additionally, we have not indicated those periods for which there is or was no established public trading market for our common stock, as we haven’t been able to ascertain that information.  When we obtain that information, we will amend the Form 10-K to disclose that information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 14

4

9.           You disclose that you will require additional financing in order to proceed with your plan of operations, including approximately $17,000 over the next 12 months to cover planned expenses.  State the minimum period of time that you anticipate being able to conduct planned operations using currently-available capital resources.  Quantitative information regarding your financial requirements is necessary to enable investors to assess the company’s financial condition and the likelihood it will be able to pursue its business plan.  See Item 303(a)(1) of Regulation S-K.

Response

Please note, we have disclosed the minimum period of time that we anticipate being able to conduct our planned operations using our currently available capital.

Item 9A. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures, page 19

10.

We note that you identified several material weaknesses as part of management’s evaluation of the effectiveness of your internal control over financial reporting as of December 31, 2009, and that your management concluded that your internal control over financial reporting was not effective as of the evaluation date due to these material weaknesses.  The identified weaknesses include insufficient resources, inadequate segregation of duties, and lack of an audit committee.  Please explain to us how management considered these material weaknesses in concluding that you disclosure controls and procedures were effective as of December 31, 2009.  Alternatively, revise your filing as necessary.  This comment also applies to your Form 10-Q for the quarterly period ended March 31, 2010, in which you disclose that your management again concluded that your disclosure controls and procedures were effective.  We note in this regard that your Form 10-Q for the quarterly period ended June 30, 2010 discloses that your management concluded that your “disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to a lack of segregation of duties and an over-reliance on consultants involved in the accounting and financial reporting process.”

Response

Please note, we have amended the Form 10-K to disclose that our disclosure controls and procedures were not effective during the period covered by that report.

5

Management’s Report on Internal Control over Financial Reporting, page 19

11.           We note your disclosure regarding remedial measures the company is taking, and intends to take or consider taking, to address the identified material weaknesses in internal control over financial reporting.  Please provide an estimated timetable for on-going and planned remediation and any associated material costs, and provide conforming disclosure in future filings where you refer to remediation of material weaknesses.  To the extent your estimated timetable for remediation or anticipated cost changes, or there are other material developments with respect to your plan of remediation, please provide relevant updated information to investors in your quarterly and annual reports.

Response

Please note, we have amended our filing to indicate that we cannot provide an estimated time table for our ongoing and planned remediation; provided, however, we have amended our filing to provide what we believe to be the associated material costs for such remediation.  Please be informed that we will provide conforming disclosure in our future filings in those situations when we refer to remediation of material weaknesses.  When we ascertain the estimate time table for our ongoing and planned remediation, we will amend our filing to provide that estimate time table.  Additionally, to the extent that our estimated time table for remediation or anticipated cost changes, or there are other material developments with respect to our plan of remediation, we will provide relevant updated information to our investors in our quarterly and annual reports.

Changes in Internal Control over Financial Reporting, page 20

12.

You disclose that “[t]here have been no changes in [y]our internal controls over financial reporting that occurred during the year ended December 31, 2009 that have materially or are reasonably likely to materially affect, [y]our internal controls over financial reporting.”  In future annual reports on Form 10-K, please state specifically whether there were any such changes in your internal controls over financial reporting during your most recent fourth fiscal quarter.  Refer to Item 308T(b) and Item 308(c) of Regulation S-K.

Response

Please be informed that in future annual reports on Form 10-K, we will indicate specifically whether there were any such changes in our internal controls over financial reporting during our most recent fourth fiscal quarter.

Item 13. Certain Relationships and Related Transactions, and Director Independence, page 25

6

13.      You state as follows: “Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2009…..”  Please provide this disclosure for the time period specified in Item 404(d)(1) of Regulation S-K and Instruction 2 thereto.  In addition, revise your disclosure to indicate clearly whether there have been any such transactions, as it is unclear from the phrase “Except as disclosed herein” whether any such transactions have occurred.

Response

Please note, we have provided that disclosure for the time period specified in Item 404(d)(1) of Regulation S-K and Instruction 2 thereto.  Additionally, please note, we have revised our disclosure to indicate clearly whether there have been any such transactions.

14.

Further, we note your disclosure on Page F-10 regarding several capital contributions made by the company’s founder during fiscal 2008 and 2009.  Please advise whether your founder is a “related person” within the meaning of Instruction 1 to Item 404(a), and if so, provide the disclosure called for by Item 404(d)(1) with respect to these related-person transactions in your Item 13 disclosure.

Response

Please be informed that we have not been able to obtain the consent of our auditors, Gruber & Company, LLC, to include their report with our audited financial statements for the fiscal year ending December 31, 2009.  Accordingly, we have eliminated those financial statements and that report from our amended Form 10-K.  Please note, however, we have amended the subject disclosure to eliminate that the persons making those capital contributions were “founders” and indicate that those persons, also, were not related parties within the meaning of Instruction 1 to Item 404(a) and provide the information required by the provisions of Item 404(b)(1) with respect to those transactions in our Item 13 disclosure, which disclosure is specified on page 16 of our amended Form 10-K.

Form 10-Q for Quarterly Period Ended June 30, 2010

Notes to the Unaudited Financial Statements

Note 4. Note Payable – Related Party, page 8

7

15.           You disclose that your entered into a $375,000 loan agreement with a shareholder on June 30, 2010.  Please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K, or advise.

Response

Please note, we have attached as an exhibit to the Form 10-Q a copy of that agreement (promissory note) as an exhibit.

16.

In addition, please advise why you did not file a Form 8-K announcing entry into this loan agreement.  Refer to Items 1.01 and 2.03 of Form 8-K.

Response

Please be informed that we did file a Form 8-K disclosing entry into that loan agreement (promissory note) on December 23, 2010.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures, page 12

17.

You disclose that your president, “acting as [y]our principal executive officer, principal financial officer and principle accounting officer,” conclude

CORRESP
1
filename1.htm

    healthmedsecletter011111.htm

HealthMed Services Ltd.

1250 Oakmead Parkway

Sunnyvale, California 94085

January 12, 2011

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention:         Katherine Wray

Re:          HealthMed Services Ltd.

Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 31, 2010

Form 10-Q for Fiscal Quarter Ended June 30, 2010

Filed August 23, 2010

File No. 333-152439

Dear Ms. Wray:

Please be informed that we have received and read your letter date November 3, 2010, regarding the above-referenced matters.  We intended to provide a response to that letter no later than January 7, 2011, as specified in our letter to you dated December 23, 2010; provided, however, because of our inability to obtain the consent of our auditors, Gruber & Company, LLC, regarding the use of their report regarding our audited financial statements for the fiscal year ended December 31, 2009, our response to that letter was delayed.  In response to the comments specified in that letter, please be informed as follows:

Form 10-K for the Fiscal Year Ended December 31, 2009

Cover Page

1.

The cover page appears to present the aggregate market value of your common stock held by non-affiliates as of March 22, 2010, instead of as of the end of the most recently-completed second fiscal quarter (i.e., June 30, 2009), as called for by Form 10-K.  Please confirm that you will provide this information as of the appropriate date in future filings.

1

Response

We hereby confirm that we will provide this information as of the appropriate dates in future filings.

Item 1. Business, page 4

2.

Please revise your disclosure in Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations to express clearly the status of the company’s business.  It is unclear from the disclosure provided in these sections what, if anything, the company has accomplished to date from an operational perspective.  State what you have accomplished to date and what remains to be accomplished in order for you to begin to generate revenues.  For example, we note risk factor disclosure on page 9 stating that your website is operational but requires additional work before being able to generate revenues.  Please discuss more specifically the current functionality of your website and the additional work you intend to do on it, and disclose the website address.

Response

We have revised our disclosure in Business and Management’s Discussion and Analysis of Financial Condition and Result of Operations to express clearly the status of our business.

3.

You disclose that you intend to offer medical advise, information, products and services through your website and call centers.  As a development stage company, any discussion of your business plans should be balanced with disclosure that your business may not materialize in the event you are unable to execute on your plan.  Ensure that all claims relating to events that you expect to occur at a future time are expressed as objectives that may not be accomplished.  With respect to statements that predict accomplishments in the future, expand to provide meaningful discussions of the events or circumstances that may prevent the accomplishment of these objectives.  In addition, please ensure that references to your website reflect the status of its development.

Response

As a development stage company, we have revised the information regarding our business plans with appropriate disclosure that our business may not materialize in the event we are unable to execute our business plan.  Additionally, we have disclosed that the events which we expect may occur in the future as objectives may not be accomplished.  Additionally, please note, we have included information to provide meaningful discussions of the events or circumstances that may prevent the

2

accomplishment of the various objectives.  Finally, please note, we have disclosed the status of the development of our website.

4.

Please also ensure that disclosure throughout the filing is up-to-date.  For example, please revise your statement on page 8 that you intend to roll out your “less costly, more flexible ASP system in the US market in third quarter 2009,” to reflect the company’s current expectations and operational status.

Response

Please note, we have ensured that the disclosures throughout the filing are up-to-date.

5.

Please specifically disclose the factual basis for and the context of your claims, beliefs and opinions set forth in your Form 10-K.  You must be able to substantiate on a reasonable basis all such claims, beliefs and opinions.  Avoid making promotional claims that lack a reasonable basis.  We note, as examples only, the following statements that appear to require support:

●

“[W]e anticipate that we will be competitive in all aspects of the domestic and international market for health information services,” page 6;

●

[Our application service provider] will provide a 30% price advantage over the competition with the flexibility to customize outsourced services to the needs of large insurers,” page 7;

●

[O]ur proposed accreditation by the American Health care Accreditation Commission (URAC) gives us direct access to the HMOs and others that have sought this prized accreditation in their own fields,” page 7; and

●

“We have positioned ourselves as a central player in the ‘Connected Health Marketplace’ that is transforming health care systems globally,” page 9.

Response

Please note, we have eliminated those claims, beliefs and opinions set forth in our Form 10-K.  Additionally, we have attempted to avoid making promotional claims that lack a reasonable basis.

Item 1A. Risk Factors, page 9

6.

Please provide risk factor disclosure addressing risks related to the going-concern opinion issued by your auditor.

Response

3

Please note, we have included a risk factor disclosing risks related to the going concern opinion issued by our auditor.

“Because we have two directors…,” page 10

7.

This risk factor discusses risks associated with having an even number of directors, but your disclosure regarding directors and executive officers beginning on page 21 indicates that the company has only one director.  Please advise.

Response

Please note, we have amended the provisions of the Form 10-K to specify accurately and consistently the number of our directors, which is one.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 12

8.

Please tell us why you have not provided the high and low bid information for your common stock for the quarterly periods ended June 30, September 30, and December 30, 2009.  In this regard, we note that disclosure in this section, including the opening paragraph and footnote 2 to the table, suggests that your common stock has been quoted on the Over-the-Counter Bulletin Board since November 10, 2008.  Please also clearly indicate in your disclosure periods for which there is or was no established public trading market for your common stock.  Refer to Item 201(a) of Regulation S-K

Response

Please note, we have not amended the Form 10-K to disclose the high and low bid information for our common stock for the quarterly periods ended June 30, September 30, and December 31, 2009, as we haven’t been able to ascertain that information.  Additionally, we have not indicated those periods for which there is or was no established public trading market for our common stock, as we haven’t been able to ascertain that information.  When we obtain that information, we will amend the Form 10-K to disclose that information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 14

4

9.           You disclose that you will require additional financing in order to proceed with your plan of operations, including approximately $17,000 over the next 12 months to cover planned expenses.  State the minimum period of time that you anticipate being able to conduct planned operations using currently-available capital resources.  Quantitative information regarding your financial requirements is necessary to enable investors to assess the company’s financial condition and the likelihood it will be able to pursue its business plan.  See Item 303(a)(1) of Regulation S-K.

Response

Please note, we have disclosed the minimum period of time that we anticipate being able to conduct our planned operations using our currently available capital.

Item 9A. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures, page 19

10.

We note that you identified several material weaknesses as part of management’s evaluation of the effectiveness of your internal control over financial reporting as of December 31, 2009, and that your management concluded that your internal control over financial reporting was not effective as of the evaluation date due to these material weaknesses.  The identified weaknesses include insufficient resources, inadequate segregation of duties, and lack of an audit committee.  Please explain to us how management considered these material weaknesses in concluding that you disclosure controls and procedures were effective as of December 31, 2009.  Alternatively, revise your filing as necessary.  This comment also applies to your Form 10-Q for the quarterly period ended March 31, 2010, in which you disclose that your management again concluded that your disclosure controls and procedures were effective.  We note in this regard that your Form 10-Q for the quarterly period ended June 30, 2010 discloses that your management concluded that your “disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to a lack of segregation of duties and an over-reliance on consultants involved in the accounting and financial reporting process.”

Response

Please note, we have amended the Form 10-K and the Form 10-Q to disclose that our disclosure controls and procedures were not effective during the periods covered by those reports.

Management’s Report on Internal Control over Financial Reporting, page 19

5

11.           We note your disclosure regarding remedial measures the company is taking, and intends to take or consider taking, to address the identified material weaknesses in internal control over financial reporting.  Please provide an estimated timetable for on-going and planned remediation and any associated material costs, and provide conforming disclosure in future filings where you refer to remediation of material weaknesses.  To the extent your estimated timetable for remediation or anticipated cost changes, or there are other material developments with respect to your plan of remediation, please provide relevant updated information to investors in your quarterly and annual reports.

Response

Please note, we have amended our filing to indicate that we cannot provide an estimated time table for our ongoing and planned remediation; provided, however, we have amended our filing to provide what we believe to be the associated material costs for such remediation.  Please be informed that we will provide conforming disclosure in our future filings in those situations when we refer to remediation of material weaknesses.  When we ascertain the estimate time table for our ongoing and planned remediation, we will amend our filing to provide that estimate time table.  Additionally, to the extent that our estimated time table for remediation or anticipated cost changes, or there are other material developments with respect to our plan of remediation, we will provide relevant updated information to our investors in our quarterly and annual reports.

Changes in Internal Control over Financial Reporting, page 20

12.

You disclose that “[t]here have been no changes in [y]our internal controls over financial reporting that occurred during the year ended December 31, 2009 that have materially or are reasonably likely to materially affect, [y]our internal controls over financial reporting.”  In future annual reports on Form 10-K, please state specifically whether there were any such changes in your internal controls over financial reporting during your most recent fourth fiscal quarter.  Refer to Item 308T(b) and Item 308(c) of Regulation S-K.

Response

Please be informed that in future annual reports on Form 10-K, we will indicate specifically whether there were any such changes in our internal controls over financial reporting during our most recent fourth fiscal quarter.

Item 13. Certain Relationships and Related Transactions, and Director Independence, page 25

6

13.      You state as follows: “Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2009…..”  Please provide this disclosure for the time period specified in Item 404(d)(1) of Regulation S-K and Instruction 2 thereto.  In addition, revise your disclosure to indicate clearly whether there have been any such transactions, as it is unclear from the phrase “Except as disclosed herein” whether any such transactions have occurred.

Response

Please note, we have provided that disclosure for the time period specified in Item 404(d)(1) of Regulation S-K and Instruction 2 thereto.  Additionally, please note, we have revised our disclosure to indicate clearly whether there have been any such transactions.

14.

Further, we note your disclosure on Page F-10 regarding several capital contributions made by the company’s founder during fiscal 2008 and 2009.  Please advise whether your founder is a “related person” within the meaning of Instruction 1 to Item 404(a), and if so, provide the disclosure called for by Item 404(d)(1) with respect to these related-person transactions in your Item 13 disclosure.

Response

Please be informed that we have not been able to obtain the consent of our auditors, Gruber & Company, LLC, to include their report with our audited financial statements for the fiscal year ending December 31, 2009.  Accordingly, we have eliminated those financial statements and that report from our amended Form 10-K.  Please note, however, we have amended the subject disclosure to eliminate that the persons making those capital contributions were “founders” and indicate that those persons, also, were not related parties within the meaning of Instruction 1 to Item 404(a) and provide the information required by the provisions of Item 404(b)(1) with respect to those transactions in our Item 13 disclosure, which disclosure is specified on page 16 of our amended Form 10-K.

Form 10-Q for Quarterly Period Ended June 30, 2010

Notes to the Unaudited Financial Statements

Note 4. Note Payable – Related Party, page 8

7

15.           You disclose that your entered into a $375,000 loan agreement with a shareholder on June 30, 2010.  Please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K, or advise.

Response

Please note, we have attached as an exhibit to the Form 10-Q a copy of that agreement (promissory note) as an exhibit.

16.

In addition, please advise why you did not file a Form 8-K announcing entry into this loan agreement.  Refer to Items 1.01 and 2.03 of Form 8-K.

Response

Please be informed that we did file a Form 8-K disclosing entry into that loan agreement (promissory note) on December 23, 2010.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures, page 12

17.

You disclose that your president, “acting as [y]our principal executive officer, principal financial officer and principle accounti

CORRESP
1
filename1.htm

    healthmedletter122310.htm

HealthMed Services Ltd.

1250 Oakmead Parkway

Sunnyvale, California 94085

December 23, 2010

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention:

Barbara Jacobs

            Re:

HealthMed Services Ltd.

Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 31, 2010

Form 10-Q for Fiscal Quarter Ended June 30, 2010

Filed August 23, 2010

File No. 333-152439

Dear Ms. Jacobs:

Please be informed that I have received and read your letter date November 3, 2010, regarding the above-referenced matters.  In response to the comments specified in that letter, please be informed I am endeavoring to gather the information necessary to respond to those comments; provided, however, I did not become involved in management of the company until August 30, 2010, the date that I was appointed Chief Financial Officer of the company.  I do not have much of the information required to respond to those comments, which information I need to obtain from prior management of the company.  As specified above, I am in the process of trying to gather that information; provided, however, I haven’t been able to obtain from that prior management all of the information necessary for me to respond to those comments.

I realize that Katherine Wray requested, in that letter dated November 3, 2010, that the company provide responses to that letter no later than 10 days from the date of that letter.  It is my practice to respond to comments of the SEC on a timely basis; provided, however, because of the reasons specified above, I have not been able to do that.  Additionally, it is not my practice to provide responses to comments of the SEC which are not responsive.  Accordingly, for the reasons specified above, I have not been able to, and will not, provide information to the SEC which is not completely responsive to those comments.

1

I anticipate that I should be able to have the necessary information necessary to provide responses to those comments no later than January 7, 2011.  Accordingly, I anticipate that responsive information, including an amended Form 10-K for the fiscal year ended December 31, 2009, and an amended Form 10-Q for the fiscal quarter ended June 30, 2010, should be filed with the SEC no later than January 7, 2011.

Additionally, I acknowledge that:

●

The company is responsible for the adequacy and accuracy of the disclosure in the filings;

●

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

●

The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Finally, your time, attention, and cooperation regarding this matter are appreciated significantly.  Of course, in the event you have additional questions or comments regarding this or any other matter, please do not hesitate to contact me.

Sincerely,

HealthMed Services Ltd.,

a Nevada corporation

/s/ Dale Paisley

By:           Dale Paisley

Its:           Chief Financial Officer

2

November 3, 2010

William Morland, Chief Executive Officer HealthMed Services Ltd. 1250 Oakmead Parkway Sunnyvale, CA 94085

Re:  HealthMed Services Ltd.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 31, 2010 Form 10-Q for Fiscal Quarter Ended June 30, 2010  Filed August 23, 2010 File No. 333-152439
 Dear Mr. Morland:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filing(s), by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment(s) and the in formation you provide in response to these
comments, we may have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2009

 Cover page

 1. The cover page appears to present the aggregate market value of your common stock held by non-affiliates as of March 22, 2010, instead of as of the end of the most recently-completed second  fiscal quarter (i.e., June 30, 2009), as called for by Form 10-K.  Please
confirm that you will provide this information as of the appropriate date in future filings.
 Item 1. Business, page 4

 2. Please revise your disclosure in Business a nd Management’s Discussion and Analysis of
Financial Condition and Results of Operations  to express clearly the status of the
company’s business.  It is uncl ear from the disclosure provided  in these sections what, if
anything, the company has accomplished to date from an operational perspective.  State

Mr. William Morland
HealthMed Services Ltd.
November 3, 2010 Page 2

what you have accomplished to date and what remains to be accomplished in order for you to begin to generate revenues.  For exampl e, we note risk factor disclosure on page 9
stating that your website is ope rational but requires additional work before being able to
generate revenues.  Please discuss more sp ecifically the current functionality of your
website and the additional work you intend to do on it, and disclose the website address.
 3. You disclose that you intend to offer medical advice, information, products and services through your website and call cen ters.  As a development stage company, any discussion
of your business plans should be balanced with disclosure that your business may not materialize in the event you ar e unable to execute on your plan.  Ensure that all claims
relating to events that you exp ect to occur at a future time ar e expressed as objectives that
may not be accomplished.  With respect to stat ements that predict accomplishments in the
future, expand to provide meaningful discussions  of the events or circumstances that may
prevent the accomplishment of these objectives.  In addition, please ensure that
references to your website reflect  the status of its development.

4. Please also ensure that disclosure throughout th e filing is up-to-date.  For example, please
revise your statement on page 8 that you intend to roll out your “less co stly, more flexible
ASP system in the US market in third quart er 2009,” to reflect the company’s current
expectations and ope rational status.

5. Please specifically disclose the factual basis for and the context of your claims, beliefs and opinions set forth in your Form 10-K.  You must be able to substantiate on a
reasonable basis all such claims, beliefs a nd opinions.  Avoid making promotional claims
that lack a reasonable basis.   We note, as  examples only, the following statements that
appear to require support:

o “[W]e anticipate that we will be competi tive in all aspects of the domestic and
international market for health information services,” page 6:
o “[Our application service provider] will provide a 30% price advantage over the competition with the flexibility to custom ize outsourced services to the needs of
large insurers,” page 7;
o “[O]ur proposed accreditation by the Am erican Health care Accreditation
Commission (URAC) gives us direct access to the HMOs and others that have
sought this prized accreditation in their own fields,” page 7; and
o “We have positioned ourselves as a central  player in the ‘Connected Health
Marketplace’ that is transforming hea lth care systems globally,” page 9.
 Item 1A. Risk Factors, page 9

 6. Please provide risk factor disc losure addressing risks relate d to the going-concern opinion
issued by your auditor.

Mr. William Morland
HealthMed Services Ltd.
November 3, 2010 Page 3

“Because we have two directors…,” page 10

 7. This risk factor discusses risks associated with having an even numb er of directors, but
your disclosure regarding directors and execu tive officers beginning on page 21 indicates
that the company has only one  director.  Please advise.
 Item 5. Market for Registrant’s Common Equ ity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 12
 8. Please tell us why you have not provided the high and low bid information for your
common stock for the quarterly periods e nded June 30, September 30, and December 31,
2009.  In this regard, we note that disclosure in this secti on, including the opening
paragraph and footnote 2 to th e table, suggests that your co mmon stock has been quoted
on the Over-the-Counter Bulletin Board sin ce November 10, 2008.  Please also clearly
indicate in your disclosure periods for which there is or was no established public trading
market for your common stock.  Refer to  Item 201(a) of Regulation S-K.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Liquidity and Capital Resources, page 14

9. You disclose that you will require additional fi nancing in order to proceed with your plan
of operations, including approximately $17,000 ove r the next 12 months to cover planned
expenses.  State the minimum period of tim e that you anticipate being able to conduct
planned operations using curren tly-available capital resources.  Quantitative information
regarding your financial requirements is n ecessary to enable investors to assess the
company’s financial condition and the likeli hood it will be able to pursue its business
plan.  See Item 303(a)(1) of Regulation S-K.
 Item 9A. Controls and Procedures

 Management’s Report on Disclosure Controls and Procedures, page 19

 10. We note that you identified several materi al weaknesses as part of management’s
evaluation of the effectiveness of your intern al control over financ ial reporting as of
December 31, 2009, and that your management c oncluded that your internal control over
financial reporting was not effective as of the evaluation date due to these material
weaknesses.  The identified weaknesses include insufficient resources, inadequate
segregation of duties, and l ack of an audit committee.  Please explain to us how
management considered these material wea knesses in concluding th at your disclosure
controls and procedures were effective as  of December 31, 2009.  Alternatively, revise
your filing as necessary.  This comment also applies to your Form 10-Q for the quarterly period ended March 31, 2010, in which you di sclose that your management again

Mr. William Morland
HealthMed Services Ltd.
November 3, 2010 Page 4

concluded that your disclosure controls and procedures were effective.  We note in this
regard that your Form 10-Q for the quart erly period ended June 30, 2010 discloses that
your management concluded that your “discl osure controls and procedures were not
effective as of the end of the period covere d by this quarterly report due to a lack of
segregation of duties and an over-reliance on consultants invo lved in the accounting and
financial reporting process.”
Management’s Report on Internal Control over Financial Reporting, page 19

 11. We note your disclosure regarding remedial m easures the company is taking, and intends
to take or consider taking, to address the identified material weaknesses in internal control over financial reporting.  Please pr ovide an estimated timetable for on-going and
planned remediation and any associated material costs, and provide conforming
disclosure in future filings where you refer to  remediation of material weaknesses.  To
the extent your estimated timetable for remedi ation or anticipated cost changes, or there
are other material developments with respect to your plan of remediation, please provide
relevant updated information to investor s in your quarterly and annual reports.

Changes in Internal Control over Financial Reporting, page 20

12. You disclose that “[t]here have been no change s in [y]our internal controls over financial
reporting that occurred during the year ended December 31, 2009 that have materially or
are reasonably likely to materially affect, [y]our internal controls over financial reporting.”  In future annual reports on Form 10-K, please state specifically whether there
were any such changes in your internal cont rols over financial repo rting during your most
recent fourth fiscal quarter.  Refer to Item  308T(b) and Item 308(c) of Regulation S-K.
 Item 13. Certain Relationships a nd Related Transactions, and Di rector Independence, page 25

 13. You state as follows:  “Except as disclose d herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family member
thereof, had any material interest, direct or indirect, in any tr ansaction, or proposed
transaction since the year e nded December 31, 2009…..”  Please provide this disclosure
for the time period specified in Item 404(d )(1) of Regulation S-K and Instruction 2
thereto.  In addition, revise your disclosure to indicate clearly whet her there have been
any such transactions, as it is unclear fr om the phrase “Except as disclosed herein”
whether any such transactions have occurred.
 14. Further, we note your disclosure on page F- 10 regarding several capital contributions
made by the company’s founder during fis cal 2008 and 2009.  Please advise whether
your founder is a “related person” within the meaning of Instruction 1 to Item 404(a), and
if so, provide the disclosure called for by It em 404(d)(1) with resp ect to these related-
person transactions in your Item 13 disclosure.

Mr. William Morland
HealthMed Services Ltd.
November 3, 2010 Page 5

Form 10-Q for the Quarterly Period Ended June 30, 2010

 Notes to the Unaudited Financial Statements

 Note 4. Note Payable – Related Party, page 8

 15. You disclose that you entered into a $375,000 lo an agreement with a shareholder on June
30, 2010.  Please file this agreement as an exhibit pursuant to Item 601(b)(10) of
Regulation S-K, or advise.
16. In addition, please advise why you did not f ile a Form 8-K announci ng entry into this
loan agreement.  Refer to Items 1.01 and 2.03 of Form 8-K.
 Item 4. Controls and Procedures

 Management’s Report on Disclosure Controls and Procedures, page 12

 17. You disclose that your president, “acting as  [y]our principal executive officer, principal
financial officer and principle accounting officer,” concl uded that your disclosure
controls and procedures were not effective as of June 30, 2010.  This disclosure suggests
that one individual serves as both principal executive officer and principal financial officer of the company.  However, it appears from disclosure elsewhere, including from
the signatures to your Form 10-Q, that se parate individuals se rve as your principal
executive officer and principal financial offi cer.  Please confirm, if accurate, that the
conclusions presented in your Form 10-Q w ith respect to the effectiveness of your
disclosure controls and proce dures are those of both your pr incipal executive officer and
principal financial officer, as opposed to t hose of a single officer.  Provide conforming
disclosure in future filings, as appropriate.
 Exhibits 31.1 and 31.2

 18. We note that you have omitted the introductory  language in paragraph 4 and paragraph
4(b) referring to internal c ontrol over financial reporting fr om your certifications required
under Exchange Act Rules 13a-14(a) and 15d-14( a).  It appears, however, that you are no
longer permitted to omit this language in your certifications.  For gui dance, refer to our
Regulation S-K Compliance and Disc losure Interpretation No. 246.13 at
http://162.138.185.31/divisions/corpfin/guidance/ regs-kinterp.htm.  Please amend your
Form 10-Q to provide certifications that conform exactly to the language  set forth in Item
601(b)(31) of Regulation S-K.  Please not e that if you are amending your Form 10-Q
solely to provide the revised certifications, you may file  an abbreviated amendment
consisting of a cover page, an explanatory no te as to why you are filing the amendment,
the signature pages, and the revised certifications.

Mr. William Morland
HealthMed Services Ltd. November 3, 2010 Page 6

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact me at (202) 551-3483 with any questions.  If you need further assistance,
you may contact Barbara C. J acobs, Assistant Director.

Sincerely,

Katherine Wray
Attorney-Advisor
cc: Via Facsimile (602) 633-1617

 W. Scott Lawler  Becky Hermosillo  Lawler & Associates

CORRESP
1
filename1.htm

    responseltrtosec07292010.htm

Lawler & Associates

a professional law corporation

11622 El Camino Real, Suite 100

San Diego, California, 92130

Telephone: 888-675-0888

Facsimile: 866-506-8877

W. Scott Lawler, Esq.

July 29, 2010

Mr. Mark P. Shuman – Branch Chief - Legal

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:           Healthmed Services Ltd.

Post-Effective Amendment No. 1 to

Registration Statement on Form S-1

Filed July 14, 2010

File No. 333-152439

Dear Mr. Shuman:

On behalf of my client, Healthmed Services Ltd. (the "Company"), this letter is being provided in response to your comment letter dated July 23, 2010 regarding the above referenced filing. Each response is preceded by inserting the corresponding comment from your comment letter.

Comment #1

Your registration statement was initially declared effective August 4, 2008, with audited financial statements through the fiscal year ended December 31, 2007. Please advise as to whether any sales have been made after May 4, 2009 under this registration statement.

Response to Comment #1

The Company has authorized me to represent on its behalf that no sales of its common stock were made after May 4, 2009 under the Company’s S-1 registration statement.

Comment #2

Please ensure that a currently dated consent of your Independent Registered Public Accounting Firm is filed as an exhibit to your registration statement.

Response to Comment #2

The Company electronically filed Post-Effective Amendment No. 2 to its registration statement via Edgar, with a submission date of July 28, 2010. Such Amendment No. 2 included the currently dated consent referenced in Comment #2.

Sincerely,

/s/ W. Scott Lawler

W. Scott Lawler

July 23, 2010

John Jan Popovic President Healthmed Services Ltd. 1250 Oakmead, #210 Sunnyvale, CA 94085
Re: Healthmed Services Ltd.
  Post-Effective Amendment No.1 to
Registration Statement on Form S-1 Filed July 14, 2010
  File No. 333-152439

Dear Mr. Popovic:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Your registration statement was initially de clared effective August 4, 2008 with audited
financial statements through the fiscal year  ended December 31, 2007.  Please advise as
to whether any sales have been made after May 4, 2009 under this registration statement.
2. Please ensure that a currently dated consen t of your Independent Registered Public
Accounting Firm is filed as an exhi bit to your regist ration statement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

John Jan Popovic Healthmed Services Ltd. July 23, 2010 Page 2

Notwithstanding our comments, before we can declare the amended registration
statement effective, the company should pr ovide us with a letter, acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please direct all questions to Stephani Bouvet at  (202) 551-3545 or, in her absence, to me
at (202) 551-3462.

            S i n c e r e l y ,
   Mark P. Shuman
   Branch Chief – Legal

 cc: Via facsimile to: (602) 633-1617

 Scott Lawler, Esq.