GFLT / GenFlat Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

As filed with the Securities and Exchange Commission on May 27, 2025

As filed with the Securities and Exchange Commission on May 27, 2025 Registration No.

Calculation of Filing Fee Tables Form S-8 (Form Type) GenFlat Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GenFlat Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 GenFlat Holdings, Inc. (Exact Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 GenFlat Holdings, Inc. (Exact Name

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 GenFlat Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporation or Organiza

Employment Agreement Amendment - Joseph J. Maggio dated 11/27/2024

EXHIBIT 10.4 GENFLAT OFFICER EMPLOYMENT AGREEMENT AMENDMENT NO. 1 This agreement (the “Agreement”) is made and entered into on November 27, 2024, by and between GenFlat, Inc., a Delaware Corporation (the “Company”) and Joseph J. Maggio (the “Officer”). 1. This Agreement amends that certain Officer Employment Agreement (the “Officer Agreement”) entered into as of December 20, 2023, by and between t

Employment Agreement Amendment - Garrett R. Hall dated 11/27/2024

EXHIBIT 10.2 GENFLAT OFFICER EMPLOYMENT AGREEMENT AMENDMENT NO.1 This agreement (the “Agreement”) is made and entered into on November 27, 2024, by and between GenFlat, Inc., a Delaware Corporation (the “Company”) and Garrett R. Hall (the “Officer”). 1. This Agreement amends that certain Officer Employment Agreement (the “Officer Agreement”) entered into as of December 20, 2023, by and between the

Promissory Note- $99,996 – Dated July 30, 2024

EXHIBIT 10.2 PROMISSORY NOTE $99,996.00 Effective Date: 7/30/2024 FOR VALUE RECEIVED, the undersigned, GenFlat Holdings, Inc, (hereinafter referred to as “Maker”), promises to pay to Ledger Cove, LLC, a Utah Limited Liability Company, (hereinafter collectively referred to as “Lender”) the principal sum of NINETY-NINE THOUSAND NINE HUNDRED AND NINETY-SIX DOLLARS ($99,996.00), U.S., together with in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 GenFlat Holdings, Inc. (Exact Name of Registrant as

Promissory Note - $17,000 – Dated July 2, 2024

EXHIBIT 10.3 PROMISSORY NOTE $10,000.00 Effective Date: July 2, 2024 FOR VALUE RECEIVED, the undersigned, GenFlat Holdings, Inc, (hereinafter referred to as “Maker”), promises to pay to Drew Hall, an individual, (hereinafter collectively referred to as “Lender”) the principal sum of TEN THOUSAND DOLLARS ($10,000.00), U.S., together with interest as provided in this Secured Promissory Note (hereina

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

Form of Advisory Board Agreement

EXHIBIT 10.10 Advisory Board Agreement This agreement (the "Agreement") is made effective as of [] 2024 by GenFlat Holdings, Inc., a Delaware corporation (the "Company"), and [] (the "Advisor"). This Agreement supersedes any prior agreements between the Company and Advisor relating to the subject matter hereof, and any such agreements are null and void. WHEREAS, the Company's Board of Directors (t

Subsidiaries of the Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Parent Company GenFlat Holdings, Inc. Delaware Subsidiaries Genflat, Inc. Delaware Collapsible Revolution, LLC Wyoming Suboceanic Genflat, LLC Utah

Form of Indemnification Agreement for Directors and Officers

EXHIBIT 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement"), dated as of [], is by and between GenFlat Holdings, Inc., a Delaware corporation (the "Company") and [] (the "Indemnitee"). WHEREAS, Indemnitee is a [director]/[an officer] of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56214 GenFlat Holdings, Inc. (Exact N

Restated 2020 Equity Incentive Plan

EXHIBIT 10.1 GENFLAT HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN- RESTATED 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the GenFlat Holdings, Inc. 2020 Equity Incentive Plan (the "Plan"). The purposes of the Plan are to (a) enable GenFlat Holdings, Inc., a Delaware corporation (the "Company"), and any Affiliate to attract and retain the types of Employees, Consultants and D

Code of Business Conduct and Ethics

EXHIBIT 14.1 CODE OF BUSINESS CONDUCT AND ETHICS for Directors, Officers and Employees September 2024 To All GenFlat Holdings, Inc. Directors, Officers, and Employees: We recognize that the high quality of our employees is our Company’s greatest strength. The resourcefulness, professionalism, and dedication of the directors, officers and employees will ensure that we continue to be very competitiv

Description of Registrant’s Securities

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 GenFlat Holdings, Inc. (the “Company” or “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our common stock, par value $0.001 per share (the “common stock”). The following description of our common stock is a su

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ✓ Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: June 30, 2024 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended: Read Instructi

Second Certificate of Amendment to Certificate of Incorporation

EXHIBIT 3.3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exact

Amendment to 2020 Stock Incentive Plan

EXHIBIT 10.2 Amendment No. 3 to Healthcare Business Resources Inc. 2020 Equity Incentive Plan The Healthcare Business Resources Inc. 2020 Equity Incentive Plan (the “Plan”) is hereby amended as follows (capitalized terms used herein and not defined herein shall have the respective meaning ascribed to such terms in the Plan): 1. The title of the Plan shall be: GenFlat Holdings, Inc. 2020 Equity Inc

Purchases of equity securities by the issuer and affiliated purchasers

EXHIBIT 26.1 Use the checkbox to indicate if any officer or director reporting pursuant to section 16(a) of the Exchange Act (15 U.S.C. 78p(a)), or for foreign private issuers as defined by Rule 3b-4(c) (17 CFR 240.3b-4(c)), any director or member of senior management who would be identified pursuant to Item 1 of Form 20-F (17 CFR 249.220f), purchased or sold shares or other units of the class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exa

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.*

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the reporting persons (as described in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to Healthcare Business Resources Inc.

HCBR / Healthcare Business Resources Inc. / Meraki Partners, LLC - SC 13G/A Passive Investment

SC 13G/A 1 hbrisc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT No. 1) Healthcare Business Resources Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Title of Class of Securities) 42240P 106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stat

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.*

EX-1 2 hbrex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the reporting persons (as described in the joint filing), of a statement on Schedule 13D (including amendments thereto) with

HCBR / Healthcare Business Resources Inc. / Maggio Joseph John - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT No. ) Healthcare Business Resources Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Title of Class of Securities) 42240P 106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

HCBR / Healthcare Business Resources Inc. / Hall Drew Dunkley - FORM SC 13D Activist Investment

SC 13D 1 hbrsc13d.htm FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT No. ) ——————— Healthcare Business Resources Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Title of Class of Securities) 42240P 106 (CUSIP Number) ——————— Drew D. Hall FEU Collapse, LLC 983 N Berra Blvd Tooel

HCBR / Healthcare Business Resources Inc. / Bellehumeur Alex - SC 13D Activist Investment

SC 13D 1 hbrsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT No. ) ——————— Healthcare Business Resources Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Title of Class of Securities) 42240P 106 (CUSIP Number) ——————— Alex Bellehumeur Linda Bellehumeur Contained Resources, LL

HCBR / Healthcare Business Resources Inc. / Epstein Stephen A - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT No. 2) Healthcare Business Resources Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Title of Class of Securities) 42240P 106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Definitive 14C filed with the Securities and Exchange Commission on February 5, 2024.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Healthcare Business Resources I

GENFLAT INC. Consolidated Financial Statements June 30, 2023 and 2022 Table of Contents

EXHIBIT 99.3 GENFLAT INC. Consolidated Financial Statements June 30, 2023 and 2022 Table of Contents Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) 5 Consolidated Statements of Cash Flows 6 Notes to the Consolidated Financial Statements 7 Report of I

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdict

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporation

Letter from BF Borgers CPA, PC dated January 31, 2024

EXHIBIT 16.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Healthcare Business Resources I

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporation o

January 5, 2024

EXHIBIT 99.1 January 5, 2024 Alex Bellehumeur 6242 Napoli CT. Long Beach, CA 90803 Dear Alex, This letter agreement (this "Agreement") sets forth the terms and conditions whereby you agree to provide certain consulting services (as described in Schedule 1) to Healthcare Business Resources Inc., a Delaware corporation (the "Company"), with offices located at 1983 N Berra Blvd, Tooele, Utah 84074. 1

Collapsable Container and Actuator Agreement with China International Marine Containers dated 7/6/2018 (included in Exhibit 10.6)

EXHIBIT 10.6

Director Resignation - Stephen Epstein dated 12/20/2023

EXHIBIT 17.1

Director Resignation - Howard Wall, III dated 12/20/2023

EXHIBIT 17.2

Consulting Agreement - Meraki Partners LLC dated 5/20/2022, as amended on10/31/2022

EXHIBIT 10.1

Employment Agreement - Drew D. Hall dated 12/20/2023

EXHIBIT 10.2

Employment Agreement - Joseph J. Maggio dated 12/20/2023

EXHIBIT 10.4

Employment Agreement - Garrett R. Hall dated 12/20/2023

EXHIBIT 10.3

GENFLAT INC. Consolidated Unaudited Financial Statements September 30, 2023 Table of Contents

EXHIBIT 99.2 GENFLAT INC. Consolidated Unaudited Financial Statements September 30, 2023 Table of Contents Unaudited Consolidated Balance Sheets 2 Unaudited Consolidated Statements of Operations 3 Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) 4 Unaudited Consolidated Statements of Cash Flows 5 Notes to the Unaudited Consolidated Financial Statements 6 2 3 4 5 GENFL

GENFLAT INC. Consolidated Financial Statements June 30, 2023 and 2022 Table of Contents

EXHIBIT 99.3 GENFLAT INC. Consolidated Financial Statements June 30, 2023 and 2022 Table of Contents Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) 5 Consolidated Statements of Cash Flows 6 Notes to the Consolidated Financial Statements 7 2 3 4 5 6 G

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

EXHIBIT 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On October 18, 2023, Healthcare Business Resources Inc. (the “Company”) entered into a Share Exchange Agreement (“Share Exchange Agreement”) with Genflat, Inc. (“Genflat”), a Delaware corporation, and Genflat shareholders who own 97.22% of the outstanding shares of common stock of Genflat (the “Acquisition”). Pursuant to the

INFORMATION STATEMENT

EXHIBIT 99.1 INFORMATION STATEMENT Healthcare Business Resources Inc. (Exact name of registrant as specified in its corporate charter) Commission File No.: 000-56214 Delaware 84-3639946 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1983 N Berra Blvd Tooele, Utah 84074 (Address of principal executive offices) 435-830-6979 (Registrant’s telephone

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Healthcare Business Resources Inc. (Exact name of registrant as specified in its corporate charter) Commission File No.: 000-56214 Delaware 84-3639946 (State or other jurisdiction of incorporation or

Share Exchange Agreement dated October 18, 2023

EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is dated October 18, 2023, by and among HEALTHCARE BUSINESS RESOUCES, INC., Delaware corporation ("HBR"); GENFLAT, INC., a Delaware corporation ("GenFlat"); and the GenFlat Shareholders named on the signature page hereof (“Shareholders”). Additional shareholders of GenFlat may become parties to this Agreement and considered Shareho

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporation

Certificate of Amendment to Certificate of Incorporation

EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Healthcare Business Resources I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Healthcare Business Resources I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exact na

Amendment to Promissory Note – July 12, 2023

EXHIBIT 4.2 Amendment to Secured Convertible Promissory Note THIS AGREEMENT (the “Agreement”) is made and entered into on July 12, 2023, by and among Healthcare Business Resources Inc. (the “Company”); Stephen Epstein, an individual (“Stephen”); and Joel Arberman, an individual (“Joel”). 1. This Agreement amends that certain Secured Convertible Promissory Note executed on July 1, 2022, as amended

SUBSIDIARIES OF HEALTHCARE BUSINESS RESOURCES INC.

EXHIBIT 21.1 SUBSIDIARIES OF HEALTHCARE BUSINESS RESOURCES INC. HBR Business Development, LLC - incorporated in Delaware on January 21, 2020. UPlus Health, LLC, a Delaware limited liability company, incorporated in Delaware on June 15, 2021.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56214 Healthcare Business Resourc

HCBR / Healthcare Business Resources Inc / Epstein Stephen A - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT No. 1 ) Healthcare Business Resources Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Title of Class of Securities) 42240P 106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exact

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2022 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporation or

Resignation Letter dated July 18, 2022

EX-17.1 2 hbrex171.htm RESIGNATION LETTER EXHIBIT 17.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56214 Healthc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56214 Healthcare Business Resourc

Promissory Note Conversion $225,000

EXHIBIT 10.17 Healthcare Business Resources, Inc. Date: June 21, 2022 CONVERSION NOTICE RSET Investments QOZB, LLC, a Tennessee limited liability company hereby gives notice to Healthcare Business Resources, Inc, a Delaware corporation (the ?Borrower?), pursuant to that certain Promissory Note made by the Borrower in favor of the Lender on May 11, 2022 (the ?Note?), that the Lender elects to conve

SUBSIDIARIES OF HEALTHCARE BUSINESS RESOURCES INC.

EXHIBIT 21.1 SUBSIDIARIES OF HEALTHCARE BUSINESS RESOURCES INC. HBR Business Development, LLC - incorporated in Delaware on January 21, 2020. UPlus Health, LLC, a Delaware limited liability company, incorporated in Delaware on June 15, 2021. HBR Pointclear, LLC - incorporated in Delaware on March 5, 2021.

Promissory Note – $225,000

EXHIBIT 10.16 PROMISSORY NOTE May 11, 2022 $225,000.00 This Promissory Note (this ?Note?) is dated May 11, 2022 made by Healthcare Business Resources (HBT), a Deleware corporation (?Maker?), to RSET Investments QOZB LLC, a Tennessee limited liability company, and any subsequent holder of this Note (?Holder?). 1. Payment of Principal and Interest. FOR VALUE RECEIVED, the undersigned Maker hereby pr

Stock Pledge Agreement – July 1, 2022

EXHIBIT 10.1 PLEDGE, SECURITY AND GUARANTEE AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT dated as of this 1st day of July 2022 (the ?Pledge Agreement?) is made by Stephen Epstein (?Pledgor?), in favor of Joel Arberman (?Pledgee?). RECITALS: WHEREAS, pursuant to the terms of that certain Secured Convertible Promissory Note of even date herewith, between Pledgee and Healthcare Business Resources, In

Promissory Note -July 1, 2022 - $100,000

EXHIBIT 4.1 SECURED CONVERTIBLE PROMISSORY NOTE (“CREDIT LINE NOTE”) THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS: (1) A REGISTRATI

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2022 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporation or O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 hbrint10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: February 28, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K ? Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: November 30, 2021 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended: Read Ins

Office Lease Agreement

EXHIBIT 10.9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exa

Letter from Marcum LLP, dated December 21, 2021

EXHIBIT 16.1 December 21, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Healthcare Business Resources Inc. under Item 4.01 of its Form 8-K dated December 21, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Healthcare Bu

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporati

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exact

Office Lease Agreement

EX-10.9 2 hbrex109.htm OFFICE LEASE AGREEMENT EXHIBIT 10.9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: August 31, 2021 ☐ Tra

NT 10-Q 1 hbrnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: August 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Fo

UNITED STATES

10-Q/A 1 hbr10q.htm AMENDED QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 hbr8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2021 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other jur

Separation and Settlement Agreement-PointClear

EXHIBIT 10.5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Healthcare Business Resources Inc. (Exact name of registrant as specified in its c

POS AM 1 hbrposam.htm FORM POS AM As filed with the U.S. Securities and Exchange Commission on July 20, 2021 Registration No. 333-239000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) De

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthcare Business Resources Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 hbrform12b25.htm PRIMARY DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K ✓ Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: May 31, 2021 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Fo

Promissory Note - Hawkins

Exhibit 10.1

Promissory Note - Kellum

EX-10.2 4 hbriex102.htm PROMISSORY NOTE - $25,000 Exhibit 10.2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities

8-K 1 hbri8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other j

Agreement and Plan of Merger-UPlus

Exhibit 2.1

Description of Registrant’s Securities

EX-4.1 2 hbrex41.htm DESCRIPTION OF REGISTRANT'S SECURITIES EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Healthcare Business Resources Inc. (the “Company” or “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our common stock, par value $0.001 per share (th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K

10-K 1 hbr10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2021 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56214 Hea

SUBSIDIARIES OF HEALTHCARE BUSINESS RESOURCES INC.

EXHIBIT 21.1 SUBSIDIARIES OF HEALTHCARE BUSINESS RESOURCES INC. HBR Business Development, LLC - incorporated in Delaware on January 21, 2020; and HBR Pointclear, LLC - incorporated in Delaware on March 5, 2021.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-K 1 hbrint10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☑ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: February 28, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 hbri8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2021 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 000-56214 84-3639946 (State or other

Promissory Note – Huber

Exhibit 10.5

Form of Promissory Note, attached as Exhibit A to Improvement Loan Agreement with PointClear

EX-10.4 5 hbriex10-4.htm FORM OF PROMISSORY NOTE Exhibit 10.4

Improvement Loan Agreement with PointClear

Exhibit 10.3

Form of Asset Purchase Agreement, attached as Exhibit A to Option Agreement with PointClear

Exhibit 10.2

Option Agreement with PointClear

Exhibit 10.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934

SC 13G 1 hbr.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 Common Stock, par value of $0.001 per share (Name of Issuer) 42240P 106 (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934

SC 13G 1 hbr.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 Healthcare Business Resources, Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Title of Class of Securities) 42240P 106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropri

PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus Dated October 6, 2020) HEALTHCARE BUSINESS RESOURCES INC. Up to 672,000 shares of common stock

424B3 1 hbr424b3.htm 424B3 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus Dated October 6, 2020) HEALTHCARE BUSINESS RESOURCES INC. Up to 672,000 shares of common stock This prospectus supplement no. 3 supplements the prospectus dated October 6, 2020 (as supplemented October 6, 2020 and October 16, 2021), relating to the resale or other disposition from time to time of up to 672,000 shares of common s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT No. ___ ) Healthcare Business Resources, Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Titl

SC 13G 1 hbrisc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT No. ) Healthcare Business Resources, Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Title of Class of Securities) 42240P 106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT No. ___ ) Healthcare Business Resources, Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Titl

SC 13G 1 hbrisc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT No. ) Healthcare Business Resources, Inc. (Name of Issuer) Common Stock, par value of $0.001 per share (Title of Class of Securities) 42240P 106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement

Quarterly Report - QUARTERLY REPORT

10-Q 1 hbr10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Heal

- NT 10-Q

NT 10-Q 1 hbrnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K ✓ Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: November 30, 2020 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Tr

Quarterly Report - QUARTERLY REPORT

10-Q 1 hbr10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31,2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-56214 Healthc

PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated October 6, 2020) HEALTHCARE BUSINESS RESOURCES INC. Up to 672,000 shares of common stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-239000 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated October 6, 2020) HEALTHCARE BUSINESS RESOURCES INC. Up to 672,000 shares of common stock This prospectus supplement no. 2 supplements the prospectus dated October 6, 2020 (as supplemented October 6, 2020), relating to the resale or other disposition from time to time of up to 672,000 share

- NT-10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K ✓ Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: August 31, 2020 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q For the Transition Period Ended: Read Instr

- 8-A12G

8-A12G 1 hbri8a.htm 8-A12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 84-3639946 (State or other jurisdiction of incorporation or organizat

PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated October 6, 2020) HEALTHCARE BUSINESS RESOURCES INC. Up to 672,000 shares of common stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-239000 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated October 6, 2020) HEALTHCARE BUSINESS RESOURCES INC. Up to 672,000 shares of common stock This prospectus supplement no. 1 supplements the prospectus dated October 6, 2020, relating to the resale or other disposition from time to time of up to 672,000 shares of common stock by the Selling S

HEALTHCARE BUSINESS RESOURCES INC. Up to 672,000 shares of common stock

424B3 1 hbri424b3.htm 424B3 PROSPECTUS HEALTHCARE BUSINESS RESOURCES INC. Up to 672,000 shares of common stock This prospectus relates to the resale or other disposition from time to time of up to 672,000 shares of common stock by the Selling Stockholders named in this prospectus (the “Selling Stockholders”). We are not selling any shares of common stock under this prospectus and will not receive

-

- AMENDED REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on September 22, 2020 Registration No. 333-239000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 8742 84-3639946 (State or other jurisd

-

CORRESP 1 filename1.htm Healthcare Business Resources, Inc. 718 Thompson Lane, Suite 108-273 Nashville, Tennessee 37204 September 22, 2020 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Cara Wirth Ms. Mara Ransom Re: Healthcare Business Resources, Inc. Form S-1/A Filed September 8, 2020 File No. 333-239000 Ladies and Gent

Meraki Partners, LLC Agreement

Exhibit 10.2

Employment Agreement with Stephen Epstein

Exhibit 10.5

Amendment to 2020 Stock Incentive Plan

Exhibit 10.11

- AMENDED REGISTRATION STATEMENT

S-1/A 1 hbrs1a.htm AMENDED REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on September 8, 2020 Registration No. 333-239000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter

Bylaws (Incorporated by reference to Company’s Form S-1 Registration Statement filed on 09/22/2020)

Exhibit 3.2

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CORRESP 1 filename1.htm Healthcare Business Resources, Inc. 718 Thompson Lane, Suite 108-273 Nashville, Tennessee 37204 September 8, 2020 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Cara Wirth Ms. Mara Ransom Re: Healthcare Business Resources, Inc. Form S-1/A Filed June 13, 2020 File No. 333-239000 Ladies and Gentlemen

- S-1/A

S-1/A 1 hbrs1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on July 13, 2020 Registration No. 333-239000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 8742 84-3639946 (S

-

Healthcare Business Resources, Inc. 718 Thompson Lane, Suite 108-273 Nashville, Tennessee 37204 July 13, 2020 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Cara Wirth Ms. Mara Ransom Ms. Aamira Chaudhry Mr. Bill Thompson Re: Healthcare Business Resources, Inc. Form S-1 Filed June 8, 2020 File No. 333-239000 Ladies and Ge

EX-3.2

Exhibit 3.2

Form of Advisory Board Agreement

Exhibit 10.3

Certificate of Incorporation

Exhibit 3.1

Form of HBR Business Development Consulting Agreement

Exhibit 10.4

Code of Ethics

Exhibit 14.1

EX-10.2

Exhibit 10.2

Registration Statement - REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on June 5, 2020 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Healthcare Business Resources Inc. (Exact name of registrant as specified in its charter) Delaware 8742 84-3639946 (State or other jurisdiction of incorporation or organiza

2020 Stock Incentive Plan

Exhibit 10.1