Healthcare Business Resources Amends 8-K on Key Corporate Events

TL;DR

**HBR just updated its 8-K, clarifying past deals and financial moves.**

AI Summary

Healthcare Business Resources Inc. filed an 8-K/A on February 2, 2024, amending its previous 8-K filing from December 20, 2023. This amendment clarifies details regarding significant corporate events such as material agreements, asset acquisitions/dispositions, and changes in financial obligations. Investors should note this filing provides updated information on the company's recent strategic activities, which could impact its financial health and future growth prospects.

Why It Matters

This amendment provides updated and potentially more accurate information on significant corporate actions, which is crucial for investors to assess the company's current financial position and future direction.

Risk Assessment

Risk Level: medium — An amended 8-K suggests previous information may have been incomplete or inaccurate, introducing uncertainty about the full scope of the reported events.

Analyst Insight

Investors should review the full 8-K/A to understand the specific changes and their implications, comparing it against the original 8-K to identify what information was updated or clarified.

Key Players & Entities

• Healthcare Business Resources, Inc. (company) — the registrant filing the 8-K/A
• 07 Trade & Services (company) — organization name associated with the filer
• December 20, 2023 (date) — date of the earliest event reported in the original 8-K
• February 2, 2024 (date) — date the 8-K/A was filed
• 615-856-5542 (dollar_amount) — registrant's telephone number

FAQ

Key Financial Figures

• $77,500 — of the Closing Date. Also, Genflat paid $77,500 in Company payables and paid the Compan

Filing Documents

• hbr_8ka.htm (8-K/A) — 58KB
• hbr_ex993.htm (EX-99.3) — 56KB
• hbr_ex992img14.jpg (GRAPHIC) — 11KB
• hbr_ex992img9.jpg (GRAPHIC) — 44KB
• hbr_ex992img10.jpg (GRAPHIC) — 24KB
• hbr_ex992img11.jpg (GRAPHIC) — 63KB
• hbr_ex992img12.jpg (GRAPHIC) — 11KB
• hbr_ex992img13.jpg (GRAPHIC) — 11KB
• hbr_ex992img8.jpg (GRAPHIC) — 67KB
• 0001654954-24-001242.txt ( ) — 576KB
• hbr-20231220.xsd (EX-101.SCH) — 6KB
• hbr-20231220_lab.xml (EX-101.LAB) — 14KB
• hbr-20231220_cal.xml (EX-101.CAL) — 1KB
• hbr-20231220_pre.xml (EX-101.PRE) — 9KB
• hbr-20231220_def.xml (EX-101.DEF) — 2KB
• hbr_8ka_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously reported, on October 18, 2023, Healthcare Business Resources Inc. (the " Company ") entered into a Share Exchange Agreement (" Share Exchange Agreemen t") with GenFlat, Inc. (" GenFlat "), a Delaware corporation, and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat. The remaining GenFlat shareholders were given the opportunity to participate in the share exchange prior to October 27, 2023. Pursuant to the Share Exchange Agreement , all GenFlat shareholders who are parties to the Share Exchange Agreement will receive ninety eight percent (98%) of the issued and outstanding shares of common stock of the Company in exchange for their shares of GenFlat common stock on a pro rata basis. The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company acquired 97.22% of the outstanding shares of common stock of GenFlat from GenFlat stockholders who were a party to the Share Exchange Agreement in exchange for 1,043,847,000 shares of common stock of the Company. Additionally, 11,000,000 shares of outstanding Company common stock were canceled, resulting in 1,054,150,000 shares of common stock issued and outstanding as of the Closing Date. Also, Genflat paid $77,500 in Company payables and paid the Company's outstanding balance due on its senior secured convertible credit line. As a result of the closing of the Share Exchange Agreement, the Company discontinued all aspects of its health care consulting business, and the Company is now focused on developing the GenFlat business plan. GenFlat is a start-up company that developed a more sustainable collapsible marine container, replacing traditional standard marine containers. GenFlat plans to operate as a container sales and leasing company and supply GenFlat's patented marine container p

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 herein is incorporated into this Item 2.01 by reference. The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company acquired 97.22% of the outstanding shares of common stock of GenFlat from GenFlat stockholders who were a party to the Share Exchange Agreement in exchange for 1,043,847,000 shares of common stock of the Company. Additionally, 11,000,000 shares of outstanding Company common stock were canceled, resulting in 1,054,150,000 shares of common stock issued and outstanding as of the Closing Date. Additionally, at the closing, a change in control of the Company occurred whereby the existing members of the Company's executive management and board of directors resigned, and Genflat's designees were appointed as members of the Company's executive management and board of directors. Also, Genflat paid $77,500 in Company payables and paid the Company's outstanding balance due on its senior secured convertible credit line. As a result of the closing of the Share Exchange Agreement, the Company discontinued all aspects of its health care consulting business, and we are now focused on developing the GenFlat business plan. GenFlat is a start-up company that developed a more sustainable collapsible marine container, replacing traditional standard marine containers. GenFlat plans to operate as a container sales and leasing company and supply GenFlat's patented marine container primarily to shipping line customers under a variety of short and long-term lease structures. Further, in accordance with "reverse acquisition" accounting treatment, the historical financial statements of GenFlat as of period ends, and for periods ended, prior to the acquisition will become the historical financial statements of our Company in all future filings

05. Costs Associated with Exit or Disposal Activities

Item 2.05. Costs Associated with Exit or Disposal Activities. The information contained in Item 2.01 herein is incorporated into this Item 2.05 by reference. Additionally, as applicable, reference is made to the disclosure set forth in the Information Statement, which is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 2.01 herein is incorporated into this Item 3.02 by reference. In connection with the Share Exchange Agreement, at the closing, we issued 1,043,847,000 shares of our common stock to accredited investors without registering the securities under the Securities Act. We relied on Section 4(a)(2), Rule 506(b) of Regulation D and Regulation S of the Securities Act since the transactions did not involve any public offering. No underwriters were utilized, and no commissions or fees were paid with respect to any of the above transactions. Additionally, as applicable, reference is made to the disclosure set forth in the Information Statement, which is incorporated herein by reference. 3

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant. The information contained in Item 2.01 herein is incorporated into this Item 5.01 by reference. A change in control of the Board of Directors of the Company occurred as a result of the closing of the Share Exchange Agreement. On December 20, 2023 (i) each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, a director of the Company, resigned; and (ii) Drew D. Hall was elected to the Board of Directors as the sole director of the Company. Additionally, each of the following persons were appointed to the office set forth next to their name: Drew D. Hall Chief Executive Officer, Chief Financial Officer Joseph J. Maggio President Garrett R. Hall Chief Operations Officer Additionally, as applicable, reference is made to the disclosure set forth in the Information Statement, which is incorporated herein by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information contained in Item 2.01 herein is incorporated into this Item 5.02 by reference. A change in control of the Board of Directors of the Company occurred as a result of the closing of the Share Exchange Agreement. On December 20, 2023 (i) each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, III, a director of the Company, resigned; and (ii) Drew D. Hall was elected to the Board of Directors as the sole director of the Company. Additionally, each of the following persons were appointed to the office set forth next to their name: Drew D. Hall Chief Executive Officer, Chief Financial Officer Joseph J. Maggio President Garrett R. Hall Chief Operations Officer Additionally, as applicable, reference is made to the disclosure set forth in the Information Statement, which is incorporated herein by reference. The Employee Agreements for each of Drew D. Hall, Garret

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained in Item 2.01 herein is incorporated into this Item 5.03 by reference. In accordance with "reverse acquisition" accounting treatment, the historical financial statements of GenFlat as of period ends, and for periods ended, prior to the acquisition will become the historical financial statements of the Company in all future filings with the SEC, and our fiscal year end is now June 30. Additionally, as applicable, reference is made to the disclosure set forth in the Information Statement, which is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. The information contained in Item 2.01 herein is incorporated into this Item 8.01 by reference. 4 As a result of the closing of the Share Exchange Agreement, the Company discontinued all aspects of its health care consulting business, and we are now focused on developing the GenFlat business plan. GenFlat is a start-up company that developed a more sustainable collapsible marine container, replacing traditional standard marine containers. GenFlat plans to operate as a container sales and leasing company and supply GenFlat's patented marine container primarily to shipping line customers under a variety of short and long-term lease structures. Further, in accordance with "reverse acquisition" accounting treatment, the historical financial statements of GenFlat as of period ends, and for periods ended, prior to the acquisition will become the historical financial statements of our Company in all future filings with the SEC, and our fiscal year end is now June 30. Additional information about the Company and its new business plan and other related matters is contained in the Information Statement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial statements of businesses acquired. The (i) Unaudited Financial Statements of GenFlat for the Three Months ended September 30, 2023; and (ii) Audited Financial Statements of GenFlat for the years ended June 30, 2023 and 2022 are attached hereto as Exhibit 99.2 and 99.3, respectively, and incorporated herein by reference. (b) Pro forma financial information. The unaudited pro forma financial statements and explanatory notes relating to the Company's acquisition of GenFlat are attached hereto as Exhibit 99.4 and incorporated herein by reference. (d) Exhibits Exhibit No. Description 2.1 Share Exchange Agreement dated October 18, 2023 (Incorporated by reference to Company's Form 8-K filed on 10/23/2023) 3.1 Certificate of Incorporation (Incorporated by reference to Company's Form S-1 Registration Statement filed on 06/08/2020) 3.2 Certificate of Amendment to Certificate of Incorporation (Incorporated by reference to Company's Form 8-K filed on 10/17/2023) 3.3 Bylaws (Incorporated by reference to Company's Form S-1 Registration Statement filed on 09/22/2020) 10.1 Consulting Agreement - Meraki Partners LLC dated 5/20/2022, as amended on10/31/2022 (Incorporated by reference to Company's Form 8-K filed on 12/27/2023) 10.2 Employment Agreement - Drew D. Hall dated 12/20/2023 (Incorporated by reference to Company's Form 8-K filed on 12/27/2023) 10.3 Employment Agreement - Garrett R. Hall dated 12/20/2023 (Incorporated by reference to Company's Form 8-K filed on 12/27/2023) 10.4 Employment Agreement - Joseph J. Maggio dated 12/20/2023 (Incorporated by reference to Company's Form 8-K filed on 12/27/2023) 10.5 Collapsable Container and Actuator Agreement with China International Marine Containers dated 7/6/2018 (included in Exhibit 10.6) (Incorporated by reference to Company's Form 8-K filed on 12/27/2023) 10.6 Assignment of Collapsable Container and Actuator Agreement to C

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEALTHCARE BUSINESS RESOURCES INC. By: /s/ Drew D. Hall Name: Drew D. Hall Title: Chief Executive Officer and Chief Financial Officer Dated: February 2, 2024 6

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