United States securities and exchange commission logo





                            July 2, 2020

       Stephen Epstein
       Chief Executive Officer
       Healthcare Business Resources, Inc.
       718 Thompson Lane, Suite 108-273
       Nashville, Tennessee 37204

                                                        Re: Healthcare Business
Resources, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 8, 2020
                                                            File No. 333-239000

       Dear Mr. Epstein:

              We have reviewed your registration statement 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 by amending your registration
statement and providing the
       requested information. If 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 registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 Registration Statement Filed June 8, 2020

       Prospectus Summary, page 2

   1.                                                   We note your disclosure
that states that "[d]istressed companies respond to challenges by
                                                        restructuring their
business and capital structure, while healthy companies strive to
                                                        capitalize on
opportunities by improving operations, reducing costs and maximizing
                                                        revenue." Please
characterize this as your belief. In doing so, please elaborate upon the
                                                        statement that precedes
it to explain why you believe that "many healthcare organizations
                                                        face significant
operational and financial changes" and how your business model
                                                        addresses these
changes.
 Stephen Epstein
FirstName
Healthcare LastNameStephen   Epstein
            Business Resources, Inc.
Comapany
July 2, 2020NameHealthcare Business Resources, Inc.
July 2,2 2020 Page 2
Page
FirstName LastName
Selling Stockholders, page 13

2.       Please revise the footnotes to match the data in the table. For
example, footnotes 2, 11 and
         13 appear to be missing or incorrect.
Security Ownership of Certain Beneficial Owners and Management, page 19

3.       We note that your beneficial ownership table discloses the holdings of
one officer and two
         directors, but your beneficial ownership table lists "all executive
officers and directors as a
         group," as two people. Please correct this inconsistency. Also, please
confirm the number
         of shares owned by executive officers and directors as a group.
Description of Our Business, page 20

4.       We note that your CEO provides the corporate office space to your
company at no charge.
         We also note your disclosure on page 26 that states that operating
expenses were used to
         pay rent. Please revise your disclosure to clarify this inconsistency.
Also, to the extent the
         value of the rent that is being forgone by your CEO triggers
applicable disclosure
         requirements, please disclose this arrangement in your Certain
Relationships and Related
         Transactions section.
Management's Discussion and Analysis of Financial Condition, page 26

5.       Please include disclosure in the Management's Discussion and Analysis
section
         to describe and quantify, to the extent possible, any known trends and
uncertainties that
         have had, or that you reasonably expect will have, a material impact
on your business,
         revenue or results of operations due to COVID-19. Refer to Item 303(a)
of Regulation S-
         K, Release No. 33-8350 and CF Disclosure Guidance: Topic No. 9.
Management's Discussion and Analysis of Financial Condition
Critical Accounting Policies
Revenue Recognition, page 27

6.       We note your disclosure that you will be required to estimate the
amount of royalties on
         an accrual basis under ASU 2014-09. Please tell us why this disclosure
is applicable to
         your proposed business.
Directors, Executive Officers, Promoters and Control Persons, page 28

7.       Your web-site indicates that Mr. Epstein is your interim CEO and will
perform such duties
         until such time as the company retains a CEO and CFO. Please revise to
state as much
         here and reconcile this disclosure with your disclosure elsewhere
which states that your
         "prospective management consulting and financial incentive program
opportunities" will
         be identified through your CEO's personal and professional
relationships.
 Stephen Epstein
FirstName
Healthcare LastNameStephen   Epstein
            Business Resources, Inc.
Comapany
July 2, 2020NameHealthcare Business Resources, Inc.
July 2,3 2020 Page 3
Page
FirstName LastName
Executive Compensation, page 29

8.       We note that you have a verbal compensatory agreement with your CEO,
President and
         Chief Financial Officer. Please file a written description of the
compensatory plan as an
         exhibit. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
Exhibit 23.1, page II-3

9.       Please revise to file a dated consent of your Independent Registered
Public Accounting
         Firm. Refer to Item 601(b)(23)(i) of Regulation S-K.
General

10.      We note that the forum selection provision in your bylaws identifies
the Court of
         Chancery of the State of Delaware (or, if the Court of Chancery does
not have jurisdiction,
         the federal district court for the District of Delaware) as the
exclusive forum for certain
         litigation, including any    derivative action.    Please revise your
prospectus to provide
         investors with disclosure about this provision, including whether this
provision applies to
         actions under the Securities Act or the Exchange Act. If so, please
also state that there is
         uncertainty as to whether a court would enforce such provision. If the
provision applies to
         Securities Act claims, please also state that investors cannot waive
compliance with the
         federal securities laws and the rules and regulations thereunder. In
that regard, we note
         that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder. If this provision does not
apply to actions arising
         under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
         provision in the governing documents states this clearly, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act.

         Additionally, if the forum selection provision applies to claims made
under the federal
         securities laws, please revise to include disclosure regarding the
risks or other impacts of
         the provision on investors, including but not limited to increased
costs to bring a claim
         and the potential discouraging of claims or limitation of investors
ability to bring claims
         in judicial forums that they find favorable.


        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Stephen Epstein
Healthcare Business Resources, Inc.
July 2, 2020
Page 4

        You may contact Aamira Chaudhry at (202) 551-3389 or Bill Thompson at
(202) 551-
3344 if you have questions regarding comments on the financial statements and
related
matters. Please contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202)
551-3264 with
any other questions.



                                                         Sincerely,
FirstName LastNameStephen Epstein
                                                         Division of
Corporation Finance
Comapany NameHealthcare Business Resources, Inc.
                                                         Office of Trade &
Services
July 2, 2020 Page 4
cc:       Joel Arberman
FirstName LastName