0001654954-24-001736.txt : 20240214 0001654954-24-001736.hdr.sgml : 20240214 20240214120430 ACCESSION NUMBER: 0001654954-24-001736 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 GROUP MEMBERS: CONTAINED RESOURCES, LLC GROUP MEMBERS: LINDA BELLEHUMEUR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Healthcare Business Resources, Inc. CENTRAL INDEX KEY: 0001796949 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 843639946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-92231 FILM NUMBER: 24634786 BUSINESS ADDRESS: STREET 1: 1983 N BERRA BLVD CITY: TOOELE STATE: UT ZIP: 84074 BUSINESS PHONE: 615-696-7676 MAIL ADDRESS: STREET 1: 1983 N BERRA BLVD CITY: TOOELE STATE: UT ZIP: 84074 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bellehumeur Alex CENTRAL INDEX KEY: 0002006258 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 6242 NAPOLI COURT CITY: LONG BEACH STATE: CA ZIP: 90803 SC 13D 1 hbr_sc13d.htm SC 13D hbr_sc13d.htm

 

  

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, LLC

1718 Capitol Avenue

Cheyenne, WY 82001

Telephone: 725-266-7662

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

———————

 

Copy to:

David M. Bovi, Esq.

David M. Bovi, P.A.

2855 PGA Blvd., Suite 150

Palm Beach Gardens, FL 33410

(561) 655-0665

 

———————

 

December 20, 2023

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 42240P 106

 

1

NAME OF REPORTING PERSONS

 

Alex Bellehumeur(1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

5

CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

211,594,132

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

211,594,132

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

211,594,132

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐ 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.0%(2)

14

TYPE OF REPORTING PERSON

 

IN 

 

1.

Includes shares of common stock held by Contained Resources, LLC. Alex Bellehumeur and Linda Bellehumeur are Managing Members of Contained Resources, LLC and each has voting and investment power over these securities.

 

 

2.

Based upon 1,054,150,000 shares of common stock outstanding as reported by the Issuer on its Definitive 14C filed with the Securities and Exchange Commission on February 5, 2024

 

 
2

 

 

CUSIP No. 42240P 106

 

1

NAME OF REPORTING PERSONS

 

Linda Bellehumeur(1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)   ☐

(b)   ☐ 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO 

5

CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

☐ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

 

211,594,132

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

 

211,594,132

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

211,594,132

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐ 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.0%(2)

14

TYPE OF REPORTING PERSON

 

IN 

 

1.

Includes shares of common stock held by Contained Resources, LLC. Alex Bellehumeur and Linda Bellehumeur are Managing Members of Contained Resources, LLC and each has voting and investment power over these securities.

 

 

2.

Based upon 1,054,150,000 shares of common stock outstanding as reported by the Issuer on its Definitive 14C filed with the Securities and Exchange Commission on February 5, 2024

 

 
3

 

 

 

1

NAME OF REPORTING PERSONS

 

Contained Resources, LLC(1) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)   ☐

(b)   ☐ 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO 

5

CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

☐ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Utah

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

211,594,132

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

211,594,132

  

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

211,594,132

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐ 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.0%(2)

14

TYPE OF REPORTING PERSON

 

OO 

 

1.

Includes shares of common stock held by Contained Resources, LLC. Alex Bellehumeur and Linda Bellehumeur are Managing Members of Contained Resources, LLC and each has voting and investment power over these securities.

 

 

2.

Based upon 1,054,150,000 shares of common stock outstanding as reported by the Issuer on its Definitive 14C filed with the Securities and Exchange Commission on February 5, 2024

 

 
4

 

 

 

ITEM 1.  

SECURITY AND ISSUER

 

This statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Issuer Common Stock”), of Healthcare Business Resources Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1983 N Berra Blvd, Tooele, Utah 84074.

 

ITEM 2.  

IDENTITY AND BACKGROUND

 

(a), (f) This statement is being filed by:

 

 

(i)

(ii)

Alex Bellehumeur, a U.S. citizen;

Linda Bellehumeur, a U.S. citizen; and

 

(iii)

Contained Resources, LLC, a Wyoming limited liability company (“Contained Resources”).

 

 

(b)

The address of the principal business and principal office of Mr. and Mrs. Bellehumeur and Contained Resources is 1718 Capitol Avenue, Cheyenne, WY 82001

 

 

 

 

(c)

The principal business of Contained Resources is a private investment vehicle. Mr. and Mrs. Bellehumeur are Managing Members of Contained Resources, and each has voting and investment power over these securities. As a result of the foregoing, Mr. and Mrs. Bellehumeur are also considered beneficial owner of the securities owned by Contained Resources. Mr. and Mrs. Bellehumeur disclaim beneficial ownership of the securities except to the extent of any pecuniary interest therein.

 

(d) During the last five years, neither Mr. and Mrs. Bellehumeur nor Contained Resources has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, neither Mr. and Mrs. Bellehumeur nor Contained Resources was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 3.  

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

On October 18, 2023, the Issuer entered into a Share Exchange Agreement (“Share Exchange Agreement”) with GenFlat, Inc. (“GenFlat”), a Delaware corporation, and GenFlat shareholders.  Contained Resources, among others, was a GenFlat shareholder. The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, 211,594,132 newly issued shares of Issuer common stock were issued to Contained Resources.

 

The description of the Share Exchange Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, a copy of which is attached as an exhibit hereto and is incorporated herein by reference.

 

ITEM 4.  

PURPOSE OF TRANSACTION.

 

The description in Item 3 is incorporated herein by reference to answer this Item 4.

 

At the date of this statement, except as set forth in this statement, neither Mr. and Mrs. Bellehumeur nor Contained Resources, have any plans or proposals which would result in:

 

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; except that either Mr. and Mrs. Bellehumeur or Contained Resources may, depending upon prevailing market prices or conditions, decide to increase or decrease its position in the Issuer through open market or privately negotiated transactions with third parties;

 

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

 
5

 

 

(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

 

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer or to fill any existing vacancies on the board;

 

(e) Any material change in the present capitalization or dividend policy of the Issuer;

 

(f) Any other material change in the Issuer’s business or corporate structure;

 

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

(j) Any action similar to any of those enumerated above.

 

The following corporate action is described in the Definitive 14C filed with the Securities and Exchange Commission on February 5, 2024:

 

 

(i)  

The amendment to the First Article of the Issuer’s Certificate of Incorporation (the “Certificate of Incorporation”) to change the Company’s name from Healthcare Business Resources Inc. to GenFlat Holdings, Inc. (the “Name Change”).

 

 

 

 

(ii)  

The amendment to the Fourth Article of the Certificate of Incorporation to authorize, but not require, the Issuer’s board of directors to effect a reverse split of Issuer common stock at a ratio of one-for-one hundred (1:100) (the “Reverse Split”) at any time prior to the date on which the Issuer’s 2024 annual meeting of stockholders is held, at the sole discretion of the Issuer’s board of directors. The par value of the Issuer’s common stock will remain $0.001 per share. The number of authorized shares of common stock after the Reverse Split will be fixed at twenty-five million (25,000,000) shares of common stock. A copy of the Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) reflecting the Name Change and the Reverse Split is attached as an appendix to the Definitive 14C, which is filed as an exhibit hereto.

 

 

 

 

(iii)  

The amendment (the “2020 Plan Amendment”) to the Isuers’s 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares of common stock reserved pursuant to the Issuer’s 2020 Plan from 80,000 to 1,500,000 shares of common stock, after giving effect to the Reverse split. A copy of the 2020 Plan Amendment to the 2020 Plan is attached as an appendix to the Definitive 14C, which is filed as an exhibit hereto.

 

ITEM 5.  

INTEREST IN SECURITIES OF THE ISSUER.

 

(a) As a result of the Share Exchange Agreement and the transactions contemplated thereby, 211,594,132 newly issued shares of Issuer common stock were issued to Contained Resources, which constitutes approximately 20.0% of the issued and outstanding shares of Issuer common stock, based upon 1,054,150,000 shares of common stock outstanding as reported by the Issuer on its Definitive 14C filed with the Securities and Exchange Commission on February 5, 2024.

 

(b) Mr. and Mrs. Bellehumeur are Managing Members of Contained Resources, and each has voting and investment power over the 211,594,132 shares of Issuer common stock owned by Contained Resources. As a result of the foregoing, Mr. and Mrs. Bellehumeur are also considered beneficial owners of the 211,594,132 shares of Issuer common stock owned by Contained Resources.

 

 
6

 

 

(c) Other than the Share Exchange Agreement and the transactions contemplated thereby, neither Mr. and Mrs. Bellehumeur nor Contained Resources has effected any transaction in the Issuer common stock during the past 60 days.

 

(d) Other than Mr. and Mrs. Bellehumeur or Contained Resources, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

 

(e) Not applicable.

 

ITEM 6.  

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Other than as described in Items 3, 4 and 5, which descriptions are incorporated herein by reference in answer to this Item 6, and the agreements incorporated therein by reference and set forth as exhibits hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Mr. and Mrs. Bellehumeur or Contained Resources, and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

ITEM 7.  

MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit 1.

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

 

Exhibit 2.

Share Exchange Agreement dated October 18, 2023 (Incorporated by reference to Company’s Form 8-K filed on 10/23/2023).

 

Exhibit 3.

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

 

 

* Filed herewith.

 

 
7

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2024

 

/s/ Alex Bellehumeur

 

 

Name: Alex Bellehumeur

 

/s/ Linda Bellehumeur

 

Name: Linda Bellehumeur

 

Contained Resources, LLC

 

 

By:

/s/ Alex Bellehumeur

 

 

Alex Bellehumeur,

 

Managing Member

 

 
8

 

EX-1 2 hbr_ex1.htm JOINT FILING AGREEMENT hbr_ex1.htm

 

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., a Delaware corporation, and that this agreement be included as Exhibit 1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: February 14, 2024

 

/s/ Alex Bellehumeur

 

Name: Alex Bellehumeur

 

/s/ Linda Bellehumeur

 

Name: Linda Bellehumeur

 

Contained Resources, LLC

 

 

By:

/s/ Alex Bellehumeur

 

 

Alex Bellehumeur,

 

Managing Member