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.

(Exact name of registrant as specified in its charter)

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)	(Zip Code)

435-830-6979

(Registrant’s telephone number, including area code)

___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,054,150,000 shares of common stock as of February 15, 2024.

Healthcare Business Resources Inc.

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets (unaudited)	3
	Consolidated Statements of Operations (unaudited)	4
	Consolidated Statements of Stockholders’ Equity (unaudited)	5
	Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information.	19
Item 6.	Exhibits	20
SIGNATURES		21

2

HEALTHCARE BUSINESS RESOURCES INC.
Consolidated Balance Sheets
(Unaudited)
	December 31, 2023			June 30, 2023
Assets
Current Assets:
Cash	$	364,733		$	278,756
Prepaid expenses		-			477,000
Inventory		1,590,000			-
Total current assets		1,954,733			755,756
Property and equipment, net		1,610			2,214
Right of use asset, operating lease		1,174			8,011
Intangible assets, net		97,338			186,300
Total Assets	$	2,054,855		$	952,281
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	79,104		$	30,234
Related party advances		8,731			8,731
Right of use liability, operating lease, current		1,190			8,127
Total current liabilities		89,025			47,092
Notes payable		50,500			125,000
Total Liabilities		139,525			172,092
Commitments and contingencies
Stockholders' Equity:
Common stock, $0.001 par value, 2,500,000,000 shares authorized,  1,054,150,000 and 1,020,519,491 shares issued and outstanding, respectively		1,054,150			1,020,519
Additional paid-in capital		3,371,058			1,573,081
Subscription payable					50,000
Accumulated deficit		(2,569,033	)		(1,863,411	)
Total Stockholders' equity attributable to Healthcare Business Resources, Inc.		1,856,175			780,189
Noncontrolling interest		59,155			-
Total stockholders’ equity		1,915,330			780,189
Total Liabilities and Stockholders' Deficit	$	2,054,855		$	952,281
See accompanying notes to the unaudited consolidated financial statements.

3

HEALTHCARE BUSINESS RESOURCES INC.
Consolidated Statements of Operations
For the Three and Six Months Ended December 31, 2023 and 2022
(Unaudited)
	Three Months Ended December 31, 2023			Three Months Ended December 31, 2022			Six Months Ended December 31, 2023			Six Months Ended December 31, 2022
Operating expenses:
Research and development	$	-		$	137,200		$	-		$	137,726
General and administrative		582,215			58,899			707,693			118,094
Total operating expenses		582,215			196,099			707,693			255,820
Loss from operations		(582,215	)		(196,099	)		(707,693	)		(255,820	)
Other income (expense):
Interest expense		(354	)		(808	)		(707	)		(1,615	)
Other income		1,314			102			1,536			272
Total other income (expense)		960			(706	)		829			(1,343	)
Net loss		(581,255	)	$	(196,805	)	$	(706,864	)	$	(257,163	)
Noncontrolling interest		(1,242	)		-			(1,242	)		-
Net loss attributable to Healthcare Business Resources, Inc.	$	(580,013	)	$	(196,805	)	$	(705,622	)	$	(257,163	)
Loss per share – basic and diluted attributable to Health Business Resources, Inc.	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Loss per share - basic and diluted attributable to noncontrolling interest.	$	(0.00	)	$	-		$	(0.00	)	$	-
Weighted average shares outstanding – basic and diluted		1,044,001,500			993,399,680			1,034,660,792			981,522,075
See accompanying notes to the unaudited consolidated financial statements.

4

Healthcare Business Resources, Inc.
Consolidated Statements of Stockholders' Equity
For the Periods Ended December 31, 2023 and 2022
(Unaudited)
	Common Stock						Paid In			Stock			Accumulated						Noncontrolling
	Shares			Amount			Capital			Payable			Deficit			Total			Interest			Total
Balance, June 30, 2022		894,059,712		$	894,060		$	607,540		$	-		$	(1,019,784	)	$	481,816		$	-		$	481,816
Recapitalization		99,339,968			99,340			(99,340	)								-						-
Net loss														(60,358	)		(60,358	)					(60,358	)
Balance, September 30, 2022		993,399,680			993,400			508,200			-			(1,080,142	)		421,458			-			421,458
Net loss														(196,805	)		(196,805	)					(196,805	)
Balance, December 31, 2022		993,399,680			993,400			508,200		$	-		$	(1,276,947	)	$	224,653		$	-		$	224,653
Balance, June 30, 2023		1,020,519,491			1,020,519			1,573,081		$	50,000		$	(1,863,411	)	$	780,189		$	-		$	780,189
Common stock sold for cash		6,208,749			6,209			243,791			(50,000	)					200,000						200,000
Net Loss					-			-			-			(125,609	)		(125,609	)					(125,609	)
Balance, September 30, 2023		1,026,728,240			1,026,728			1,816,872			-			(1,989,020	)		854,580			-			854,580
Common stock sold for cash		46,920,750			46,921			1,842,379									1,889,300						1,889,300
Recapitalization		10,303,000			10,303			(257,598	)								(247,295	)					(247,295	)
Reclassification of noncontrolling interest		(29,801,990	)		(29,802	)		(30,595	)								(60,397	)		60,397			-
Net Loss					-			-			-			(580,013	)		(580,013	)		(1,242	)		(581,255	)
Balance, December 31, 2023		1,054,150,000		$	1,054,150		$	3,371,058		$	-		$	(2,569,033	)	$	1,856,175		$	59,155		$	1,915,330

See accompanying notes to the unaudited consolidated financial statements.

5

HEALTHCARE BUSINESS RESOURCES INC.
Consolidated Statements of Cash Flows
For the Six Months Ended December 31, 2023 and 2022
(Unaudited)
	December 31, 2023			December 31, 2022
Cash Flows from Operating Activities:
Net loss	$	(706,864	)	$	(257,163	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		89,566			-
Amortization of right of use assets		6,837			6,179
Changes in operating assets and liabilities:
Prepaid expenses		477,000			-
Inventory		(1,590,000	)		-
Accounts payable and accrued liabilities		(69,959	)		1,615
Right of use liabilities		(6,937	)		(6,279	)
Net cash used in operating activities		(1,800,357	)		(255,648	)
Cash Flows from Investing Activities:
Purchases of property and equipment		-			-
Net cash provided by investing activities		-			-
Cash Flows from Financing Activities:
Repayment on notes payable		(74,500	)		-
Repayment of line of credit		(128,466	)		-
Proceeds from sale of common stock		2,089,300			-
Net cash provided by financing activities		1,886,334			-
Net change in cash		85,977			(255,648	)
Cash, at beginning of period		278,756			434,831
Cash, at end of period	$	364,733		$	179,183
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to the unaudited consolidated financial statements.

6

Healthcare Business Resources, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1. NATURE OF BUSINESS AND GOING CONCERN

On September 9, 2019 (commencement of operations), Healthcare Business Resources Inc. (“we”, “our”, the “Company”), a domestic corporation was organized in Delaware to provide consulting services to healthcare organizations.

On October 18, 2023, the Company entered into a Share Exchange Agreement (“Share Exchange Agreement”) with GenFlat, Inc. (“GenFlat”), a Delaware corporation, and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat. 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.

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 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 the Company in all future filings with the SEC, and our fiscal year end is now June 30. All prior period information presented within this filing is of GenFlat, Inc. historical operations.

In this filing, unless context requires otherwise, references to “we,” “our,” “us” and “our Company” refer to Healthcare Business Resources Inc., a Delaware corporation, and its subsidiaries: GenFlat, Inc, Collapsible Revolution, LLC, Sub Oceanic Genflat LLC.

Liquidity and Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2023 the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has initiated a formal sales and marketing plan including direct email campaigns, industry events, and business to business digital advertising to generate sales. The Company also intends to raise funds through an equity offering to meet the capital requirements to manufacturer its products. However, there is no assurance of additional funding being available through these plans or other sources.

7

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and six months ended December 31, 2023, are not necessarily indicative of the final results that may be expected for the year ending June 30, 2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the GenFlat audited financial statements for the year ended June 30, 2023, included in Exhibit 99.3 to our Form 8-K/A filed with the SEC on February 2, 2024. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 8-K/A, have been omitted.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.

Inventory

Inventory consists of finished goods of collapsible marine shipping containers. Inventory is valued at cost, based on the average cost method, unless and until the net realizable value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to the net realizable value. As of December 31, 2023, inventory consists of finished goods of $1,590,000.

As of December 31, 2023, and June 30, 2023, market values of all of our inventory were greater than cost, and accordingly, no such valuation allowance was recognized.

Long-Lived Assets

The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of November 30, 2023, no impairment was recorded.

8

Revenue Recognition

The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method.

Revenue is recognized based on the following five step model:

· Identification of the contract with a customer

· Identification of the performance obligations in the contract

· Determination of the transaction price

· Allocation of the transaction price to the performance obligations in the contract

· Recognition of revenue when, or as, the Company satisfies a performance obligation

Basic and Diluted Loss Per Share

In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of December 31, 2023, or June 30, 2023.

Fair Value of Financial Instruments

The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments.

9

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

Stock-Based Compensation

Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value:

Expected Dividends. We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

Expected Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of a peer group of companies of similar size and with similar operations.

Risk-Free Interest Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

Expected Term. The expected life of stock options granted is based on the actual vesting date and the end of the contractual term.

Stock Option Exercise Price and Grant Date Price of Common Stock. Currently the Company utilizes the most recent cash sale price of its common stock as the most reasonable indication of fair value.

The Company accounts for compensation cost for stock option plans and for share based payments to non-employees in accordance with ASC 505, “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.

Research and Development Costs

Research and development costs are expensed as incurred.

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected to adopt this update using the modified retrospective transition method and prior periods have not been restated.

10

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3.  INTANGIBLE ASSETS, NET

On March 26, 2021, the Company acquired a group of patents related to the container design and functionality for a purchase price of $185,000. The Company paid $60,000 in cash and issued a $125,000 note payable for the transaction. The patents acquired are recognized as a long-lived intangible asset and are amortized over their estimated useful lives.

The following table represents the balances of intangible assets as of December 31, 2023 and June 30, 2023:

	Estimated life	December 31, 2023			June 30, 2023
Patent costs	5.75 years	$	186,300		$	186,300
			186,300			186,300
Accumulated Amortization			(88,962	)		-
Net Intangible		$	97,338		$	186,300

During the six months ended December 31, 2023, the Company recognized amortization expense of $88,962 on the intangible assets.

NOTE 4. LEASES

The Company maintains an operating lease for its office space. The lease has a remaining term of 4 months. The Company determines if an arrangement is a lease at inception. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. As of December 31, 2023, and June 30, 2023, the amount of right-of-use assets and lease liabilities were $1,173 and $1,190 and $8,011 and $8,127, respectively. Aggregate lease expense for the six months ended December 31, 2023, and 2022 was $7,100, respectively.

				Remaining
				Term in
	Operating Lease			Years
2023		1,200
2024		-
Total lease payments		1,200
Less: imputed interest		(10	)
Present value of lease liability		1,190			0.08

11

NOTE 5. DEBT 

Senior Secured Convertible Credit Line

On July 1, 2022, the Company entered a secured convertible note up to $100,000. The secured convertible note matures on July 1, 2023 and bears interest at 8% per annum. The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the Company’s CEO. In the event of an event of default on the note, at the option of the holder, the note can be converted into shares of the Company’s common stock at the conversion price of $0.01 per share. On July 12, 2023, the Company amended the secured convertible note of $100,000 issued on July 1, 2022. The amended secured convertible note was increased to $150,000 and is due on January 1, 2024. Following the Share Exchange, the Company repaid and extinguished the secured convertible note and accrued interest in full as of December 31, 2023.

Note Payable

On March 26, 2021, the Company entered into a promissory note agreement with a third party for a total principal of $125,000. The Company will pay 2.5% per annum, compounded annually until the total principal is paid in full. The note has no maturity date and no default interest rate. During the period ended September 30, 2023, the Company repaid $74,500. As of December 31, 2023, and June 30, 2023, the balance owed on the note was $50,500 and $125,000, respectively. Accrued interest on the note was $7,908 and $7,201 as of December 31, 2023, and June 30, 2023.

NOTE 6. STOCKHOLDERS’ EQUITY

On September 8, 2023, the stockholders of Healthcare Business Resources Inc. approved an amendment (the “Amendment”) to Healthcare Business Resources Inc.’s Certificate of Incorporation to increase the total number of shares of common stock that it shall have authority to issue from 200,000,000 shares to 2,500,000,000 shares. The Amendment was filed with the Secretary of the State of Delaware and became effective on October 16, 2023.  

During the six months ended December 31, 2023, prior to closing of the Share Exchange, GenFlat sold a total of 534,825 shares of its common stock in exchange for cash proceeds of $2,089,300.

As a result of the Share Exchange, the Company recognized a noncontrolling interest related to the portion of GenFlat equity held by a shareholder not party to the Share Exchange agreement, representing 2.78% of outstanding GenFlat shares prior to the merger.

On October 18, 2023, the Company entered into the Share Exchange Agreement with GenFlat and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat. 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.

The Share Exchange was accounted for as a reverse acquisition under ASC 805 due to the change in voting control of the legal acquirer. GenFlat was determined to be the accounting acquirer. As a result of the transaction, the Company has presented the historical operations of GenFlat prior to the merger in its consolidated financial statements. The balance sheet of HBR at the date of the Share Exchange Agreement consisted of the following:

Accounts payable	$	108,953
Accrued interest		9,877
Senior Secured Convertible Credit line		128,466
Total liabilities assumed	$	247,296

12

Subsequent to the closing of the Share Exchange, the Company repaid the Senior Secured Convertible Credit Line and accrued interest in full.

As a result of the Share Exchange, the Company recognized a noncontrolling interest related to the portion of GenFlat equity held by a shareholder not party to the Share Exchange agreement, representing 2.78% of outstanding GenFlat shares prior to the merger.

Incentive Stock Options

The following table summarizes the stock option activity for the six months ended December 31, 2023:

	Number of			Weighted Average Exercise Price
	Options			Per Share
Outstanding at June 30, 2023		1,580,000		$	0.57
Granted		-			-
Exercised		-			-
Forfeited and expired		(810,000	)		0.64
Outstanding at December 31, 2023		1,580,000		$	0.50

As of December 31, 2023, there were 764,000 stock options exercisable. The outstanding stock options have a weighted average remaining term of 6.5 years and have no intrinsic value. 

Stock Warrants

The following table summarizes the stock warrant activity for the six months ended December 31, 2023:

	Number of		Weighted Average Exercise Price
	Warrants		Per Share
Outstanding at June 30, 2023		1,400,000	$	0.50
Granted		-		-
Exercised		-		-
Forfeited and expired		-
Outstanding at December 31, 2023		1,400,000	$	0.50

The outstanding stock warrants have a weighted average remaining term of 0.5 years and no intrinsic value.

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NOTE 7. RELATED PARTY TRANSACTIONS

From time to time, the Company’s CEO paid expenses on behalf of the Company. As of December 31, 2023, and June 30, 2023, the Company owed $8,731 in advances the Company’s CEO. The Company’s CEO receives $15,000 per month in consulting fees on a month-to-month basis. The Company’s Chief Operating Officer is a family member of the CEO and receives an annual salary of $150,000.

In May 2022, Collapsible Revolution, LLC entered into a consulting agreement with an advisor for consulting services related to public market listing of the Company. The Company paid $20,000 in cash to the consultant and agreed to pay an additional $20,000 upon filing of a prospectus, $25,000 upon effectiveness of such prospectus, and $25,000 upon public listing of the Company’s shares of common stock. The Company also agreed to issue 10% of the outstanding common shares of the Company to the consultant. The consultant formed GenFlat, Inc. in July 2022, and was its sole officer and Director until the closing of a reverse merger. The consultant held 1,000,000 shares of common stock of the Company that were issued at par value upon formation of GenFlat. At the time of the reverse merger, the consultant resigned as a Director and Officer, and amended the consulting agreement to remove the equity consideration described above. The consultant was paid $70,000 as a transaction fee as a result of the Share Exchange between GenFlat and the Company. This consultant was also a shareholder of the Company, and the holder of the  Senior Secured Line of Credit.

The Company maintains an operating lease for its office space. The lease has a remaining term of 4 months. The Company determines if an arrangement is a lease at inception. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. As of December 31, 2023, and June 30, 2023, the amount of right-of-use assets and lease liabilities were $1,173 and $1,190 and $8,011 and $8,127, respectively. Aggregate lease expense for the six months ended December 31, 2023, and 2022 was $7,100, respectively.

No member of management has benefited from the transactions with related parties.

NOTE 8. COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be subject to routine litigation, claims, or disputes in the ordinary course of business. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company cannot predict with certainty, however, the outcome or effect of any litigation, investigatory matters, or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated events through February 15, 2024, the date these financial statements were available for issuance, and determined there were no events requiring disclosures.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-looking Information

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

Examples of forward-looking statements include:

· the timing of the development of future products;

· projections of costs, revenue, earnings, capital structure and other financial items;

· statements of our plans and objectives;

· statements regarding the capabilities of our business operations;

· statements of expected future economic performance;

· statements regarding competition in our market; and

· assumptions underlying statements regarding us or our business.

The ultimate correctness of these forward-looking statements depends upon several known and unknown risks and events. We discuss our known material risks under “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 30, 2023 and in Exhibit 99.1 to our Form 8-K/A filed with the SEC on February 2, 2024. However, readers should carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission, particularly any future Annual Reports on Form 10-K, any Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by our forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Overview

We historically operated in the healthcare industry and provided services that included management consulting related to sales, marketing, business development and advisory board functions to healthcare organizations; and financial incentive program services to identify grants, tax credits and other government incentives for companies across a variety of industries including healthcare. As a result of our limited revenues, our board of directors began to evaluate other business opportunities beyond the scope of our business plan relating to the healthcare industry. On October 18, 2023, we entered into a Share Exchange Agreement (“Share Exchange Agreement”) with GenFlat, Inc. (“GenFlat”), a Delaware corporation, and GenFlat shareholders who owned 97.2% of the outstanding shares of common stock of GenFlat. See Note 1 to our Consolidated Interim Financial Statements appearing elsewhere in this report on Form 10-Q. GenFlat is a start-up company that developed a more sustainable collapsible marine container, replacing traditional standard marine containers. The Share Exchange Agreement closed on December 20, 2023.

15

GenFlat has built and patented a certified collapsible marine shipping container (“GenFlat Container”). The GenFlat Containers are manufactured by China International Mariner Containers (“CIMC”) in Dalian, China. Manufacturing and marketing of the containers commenced in September 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 with the SEC, and our fiscal year end is now June 30. All prior period information presented within this filing is of GenFlat, Inc. historical operations.

The Company remains subject to the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the rules and regulations promulgated thereunder, which requires us, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we are required to continue to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

Results of Operations for the three months ended December 31, 2023 compared to three months December 31, 2022.

Revenues: We generated $0 of revenues for the three months ended December 31, 2023 and 2022.

Operating Expenses: Operating expenses increased to $582,215 for the three months ended December 31, 2023 compared to $196,099 for the three months ended December 31, 2022. The changes in operating expenses were mainly attributed to the increase in general and administrative expense of $523,316, offset by the decrease in research and development expense of $137,200. General and administrative expenses increased as a result of the costs associated with the GenFlat historical financial statement audits, legal costs associated with the Share Exchange agreement and closing, and increased fundraising activities during calendar 2023. Research and development expenses decreased as the Company completed its development of the GenFlat Container in December 2022 and began fundraising to begin production.

Total Other Income (Expense): Total other income was $960 for the three months ended December 31, 2023 compared to total other expense of $706 for 2022.

Results of Operations for the six months ended December 31, 2023 compared to six months December 31, 2022.

16

Revenues: We generated $0 of revenues for the six months ended December 31, 2023 and 2022.

Operating Expenses: Operating expenses increased to $707,693 for the six months ended December 31, 2023 compared to $255,820 for the six months ended December 31, 2022. The changes in operating expenses were mainly attributed to the increase in general and administrative expenses of $589,599, offset by the decrease in research and development expenses of $137,726. General and administrative expenses increased as a result of the costs associated with the GenFlat historical financial statement audits, legal costs associated with the Share Exchange agreement and closing, and increased fundraising activities during calendar 2023. They also included approximately $88,000 of amortization expense on intangible assets. Research and development expenses decreased as the Company completed its development of the GenFlat Container in December 2022 and began fundraising to begin production.

Total Other Income (Expense): Total other income was $829 for the six months ended December 31, 2023 compared to total other expense of $1,343 for 2022.

Liquidity and Capital Resources

On December 31, 2023, we had cash of $364,733 and we had a working capital of $1,865,708.

We believe that our existing cash will not be sufficient to fund our present operations during the next 12 months and beyond. The Company’s audited annual consolidated financial statements and its unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2023 the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has initiated a formal sales and marketing plan including direct email campaigns, industry events, and business to business digital advertising to generate sales. The Company also intends to raise funds through an equity offering to meet the capital requirements to manufacture its products. However, there is no assurance of additional funding being available through these plans or other sources.

Summary of Cash Flows

Cash used in operating activities.

Net cash used in operating activities was $1,800,357 and $255,648 for the six months ended December 31, 2023 and 2022, respectively, and mainly included payments related to the increase in inventory, payment of professional fees related to the Share Exchange Agreement and financial statement audits of GenFlat Inc. 

Cash provided by investing activities.

Net cash provided by investing activities was $0 for the six months ended December 31, 2023 and 2022.

Cash provided by financing activities.

Net cash provided by financing activities was $1,886,334 for the six months ended December 31, 2022, which was related to $2,089,300 in cash proceeds from sale of common stock by GenFlat, inc. prior to the Share Exchange closing, repayment of the Company’s senior secured line of credit of $128,466 and a payment on notes payable of $74,500. Net cash provided by financing activities was $0 for the six months ended December 31, 2022.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements, including the notes thereto. We consider critical accounting policies to be those that require more significant judgments and estimates in the preparation of our financial statements, including the following: long lived assets; intangible assets valuations; and income tax valuations. Management relies on historical experience and other assumptions believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates. 

Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change.

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Off-Balance Sheet Arrangements

As of December 31, 2023, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

Our contractual obligations are discussed in Note 4. Leases and Note 5. Debt in the notes to our Consolidated Interim Financial Statements appearing elsewhere in this report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Our chief executive officer, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report on Form 10-Q. Based on this evaluation, our principal executive officer/principal financial officer concluded that as a result of the material weakness in our internal control over financial reporting discussed below, our disclosure controls and procedures were not effective at ensuring that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure. 

The matters involving internal controls and procedures that our management considered to be material weaknesses in our internal control over financial reporting as of December 31, 2023 include the following:

· We do not have written documentation of our internal control policies and procedures.

· Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1305) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

In light of the material weakness described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Not Applicable.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

On October 18, 2023, the Company entered into a Share Exchange Agreement (“Share Exchange Agreement”) with GenFlat, Inc. (“GenFlat”), a Delaware corporation, and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat. 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. The 11,000,000 shares of outstanding Company common stock that were canceled on December 20, 2023 were owned by the Company’s then CEO/CFO/Sole director, Stephen Epstein.

19

ITEM 6. EXHIBITS.

Exhibit Index

SEC Reference Number	Title of Document	Location
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 Collapsible Revolution, LLC . dated 5/31/2021	Incorporated by reference to Company’s Form 8-K filed on 12/27/2023
26.1	Purchases of equity securities by the issuer and affiliated purchasers	Filed Herewith
31.1	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company	Filed Herewith
31.2	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company	Filed Herewith
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and Principal Financial Officer of the Company Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and Principal Financial Officer of the Company	Filed Herewith
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and Principal Financial Officer of the Company Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and Principal Financial Officer of the Company	Filed Herewith
99.1	Consulting Agreement - Alex Bellehumeur dated 01/05/2024	Incorporated by reference to Company’s Form 8-K filed on 01/19/2024
101	XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q
104	Cover Page Interactive Data File

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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 thereunto duly authorized on February 15, 2024.

Healthcare Business Resources Inc.
Registrant
By:	/s/ Drew D. Hall
	Drew D. Hall
	Chief Executive Officer and Chief Financial Officer

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EX-26.1

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 the issuer’s equity securities that are registered pursuant to section 12 of the Exchange Act and subject of a publicly announced plan or program within four (4) business days before or after the issuer’s announcement of such repurchase plan or program or the announcement of an increase of an existing share repurchase plan or program. □

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Execution date	Class of securities	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of a publicly announced plan	Aggregate maximum number of shares that may yet be purchased under such a plan	Total number of shares purchased on the open market	Total number of shares purchased that are intended to qualify for the Rule 10b-18 safe harbor	Total number of shares purchased pursuant to a plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
12/20/2023	Common	11 million	0	0	0	0	0	0

On October 18, 2023, the Company entered into a Share Exchange Agreement (“Share Exchange Agreement”) with GenFlat, Inc. (“GenFlat”), a Delaware corporation, and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat. 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. The 11,000,000 shares of outstanding Company common stock that were canceled on December 20, 2023 were owned by the Company’s then CEO/CFO/Sole director, Stephen Epstein.

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Drew Hall, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Healthcare Business Resources Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 15, 2024

/s/ Drew D. Hall

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Drew Hall, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Healthcare Business Resources Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 15, 2024

/s/ Drew D. Hall

Drew D. Hall

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Drew Hall, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Healthcare Business Resources Inc. on Form 10-Q for the quarterly period ended December 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Healthcare Business Resources Inc.

/s/ Drew D. Hall

Drew D. Hall

Chief Executive Officer

(Principal Executive Officer)

Date: February 15, 2024

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Drew Hall, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Healthcare Business Resources Inc. on Form 10-Q for the quarterly period ended December 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Healthcare Business Resources Inc.

/s/ Drew Hall

Drew Hall

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: February 15, 2024

XML

Cover - shares	6 Months Ended
	Dec. 31, 2023	Feb. 15, 2024
Cover [Abstract]
Entity Registrant Name	Healthcare Business Resources Inc.
Entity Central Index Key	0001796949
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		1,054,150,000
Entity File Number	000-56214
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	84-3639946
Entity Address Address Line 1	1983 N Berra Blvd
Entity Address City Or Town	Tooele
Entity Address State Or Province	UT
Entity Address Postal Zip Code	84074
City Area Code	435
Local Phone Number	830-6979
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Jun. 30, 2023
Current Assets:
Cash	$ 364,733	$ 278,756
Prepaid expenses	0	477,000
Inventory	1,590,000	0
Total current assets	1,954,733	755,756
Property and equipment, net	1,610	2,214
Right of use asset, operating lease	1,174	8,011
Intangible assets, net	97,338	186,300
Total Assets	2,054,855	952,281
Current Liabilities:
Accounts payable and accrued liabilities	79,104	30,234
Related party advances	8,731	8,731
Right of use liability, operating lease, current	1,190	8,127
Total current liabilities	89,025	47,092
Notes payable	50,500	125,000
Total Liabilities	139,525	172,092
Stockholders' Equity:
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 1,054,150,000 and 1,020,519,491 shares issued and outstanding, respectively	1,054,150	1,020,519
Additional paid-in capital	3,371,058	1,573,081
Subscription payable		50,000
Accumulated deficit	(2,569,033)	(1,863,411)
Total Stockholders' equity attributable to Healthcare Business Resources, Inc.	1,856,175	780,189
Noncontrolling interest	59,155	0
Total stockholders' equity	1,915,330	780,189
Total Liabilities and Stockholders' Deficit	2,054,855	952,281
Total stockholders' equity	$ 2,054,855	$ 952,281

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Jun. 30, 2023
Consolidated Balance Sheets
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	2,500,000,000	2,500,000,000
Common stock, issued	1,054,150,000	1,020,519,491
Common stock, outstanding	1,054,150,000	1,020,519,491

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Research and development	$ 0	$ 137,200	$ 0	$ 137,726
General and administrative	582,215	58,899	707,693	118,094
Total operating expenses	582,215	196,099	707,693	255,820
Loss from operations	(582,215)	(196,099)	(707,693)	(255,820)
Other income (expense):
Interest expense	(354)	(808)	(707)	(1,615)
Other income	1,314	102	1,536	272
Total other income (expense)	960	(706)	829	(1,343)
Net loss	(581,255)	(196,805)	(706,864)	(257,163)
Noncontrolling interest	(1,242)	0	(1,242)	0
Net loss attributable to Healthcare Business Resources, Inc.	$ (580,013)	$ (196,805)	$ (705,622)	$ (257,163)
Loss per share - basic and diluted attributable to Health Business Resources, Inc.	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Loss per share - basic and diluted attributable to noncontrolling interest.	$ (0.00)	$ 0	$ (0.00)	$ 0
Weighted average shares outstanding - basic and diluted	1,044,001,500	993,399,680	1,034,660,792	981,522,075

XML

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Stock Payable [Member]	Accumulated Deficit	Total Including Noncontrolling Interest [Member]	Noncontrolling Interest
Balance, shares at Jun. 30, 2022		894,059,712
Balance, amount at Jun. 30, 2022	$ 481,816	$ 894,060	$ 607,540	$ 0	$ (1,019,784)	$ 481,816	$ 0
Recapitalization, shares		99,339,968
Recapitalization, amount	0	$ 99,340	(99,340)			0
Net loss	(60,358)				(60,358)	(60,358)
Balance, shares at Sep. 30, 2022		993,399,680
Balance, amount at Sep. 30, 2022	421,458	$ 993,400	508,200	0	(1,080,142)	421,458	0
Balance, shares at Jun. 30, 2022		894,059,712
Balance, amount at Jun. 30, 2022	481,816	$ 894,060	607,540	0	(1,019,784)	481,816	0
Net loss	(257,163)
Balance, shares at Dec. 31, 2022		993,399,680
Balance, amount at Dec. 31, 2022	224,653	$ 993,400	508,200	0	(1,276,947)	224,653	0
Balance, shares at Sep. 30, 2022		993,399,680
Balance, amount at Sep. 30, 2022	421,458	$ 993,400	508,200	0	(1,080,142)	421,458	0
Net loss	(196,805)				(196,805)	(196,805)
Balance, shares at Dec. 31, 2022		993,399,680
Balance, amount at Dec. 31, 2022	224,653	$ 993,400	508,200	0	(1,276,947)	224,653	0
Balance, shares at Jun. 30, 2023		1,020,519,491
Balance, amount at Jun. 30, 2023	780,189	$ 1,020,519	1,573,081	50,000	(1,863,411)	780,189	0
Net loss	(125,609)	$ 0	0	0	(125,609)	(125,609)
Common stock sold for cash, shares		6,208,749
Common stock sold for cash, amount	200,000	$ 6,209	243,791	(50,000)		200,000
Balance, shares at Sep. 30, 2023		1,026,728,240
Balance, amount at Sep. 30, 2023	854,580	$ 1,026,728	1,816,872	0	(1,989,020)	854,580	0
Balance, shares at Jun. 30, 2023		1,020,519,491
Balance, amount at Jun. 30, 2023	780,189	$ 1,020,519	1,573,081	50,000	(1,863,411)	780,189	0
Net loss	(706,864)
Balance, shares at Dec. 31, 2023		1,054,150,000
Balance, amount at Dec. 31, 2023	1,915,330	$ 1,054,150	3,371,058	0	(2,569,033)	1,856,175	59,155
Balance, shares at Sep. 30, 2023		1,026,728,240
Balance, amount at Sep. 30, 2023	854,580	$ 1,026,728	1,816,872	0	(1,989,020)	854,580	0
Recapitalization, shares		10,303,000
Recapitalization, amount	(247,295)	$ 10,303	(257,598)			(247,295)
Net loss	(581,255)	$ 0	0	0	(580,013)	(580,013)	(1,242)
Common stock sold for cash, shares		46,920,750
Common stock sold for cash, amount	1,889,300	$ 46,921	1,842,379			1,889,300
Reclassification of noncontrolling interest, shares		(29,801,990)
Reclassification of noncontrolling interest, amount	0	$ (29,802)	(30,595)			(60,397)	60,397
Balance, shares at Dec. 31, 2023		1,054,150,000
Balance, amount at Dec. 31, 2023	$ 1,915,330	$ 1,054,150	$ 3,371,058	$ 0	$ (2,569,033)	$ 1,856,175	$ 59,155

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (706,864)	$ (257,163)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	89,566	0
Amortization of right of use assets	6,837	6,179
Changes in operating assets and liabilities:
Prepaid expenses	477,000	0
Inventory	(1,590,000)	0
Accounts payable and accrued liabilities	(69,959)	1,615
Right of use liabilities	(6,937)	(6,279)
Net cash used in operating activities	(1,800,357)	(255,648)
Cash Flows from Investing Activities:
Purchases of property and equipment	0	0
Net cash provided by investing activities	0	0
Cash Flows from Financing Activities:
Repayment on notes payable	(74,500)	0
Repayment of line of credit	(128,466)	0
Proceeds from sale of common stock	2,089,300	0
Net cash provided by financing activities	1,886,334	0
Net change in cash	85,977	(255,648)
Cash, at beginning of period	278,756	434,831
Cash, at end of period	364,733	179,183
Supplemental disclosures of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

XML

NATURE OF BUSINESS AND GOING CONCERN

6 Months Ended

Dec. 31, 2023

NATURE OF BUSINESS AND GOING CONCERN

NATURE OF BUSINESS AND GOING CONCERN

NOTE 1. NATURE OF BUSINESS AND GOING CONCERN

On September 9, 2019 (commencement of operations), Healthcare Business Resources Inc. (“we”, “our”, the “Company”), a domestic corporation was organized in Delaware to provide consulting services to healthcare organizations.

On October 18, 2023, the Company entered into a Share Exchange Agreement (“Share Exchange Agreement”) with GenFlat, Inc. (“GenFlat”), a Delaware corporation, and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat. 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.

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 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 the Company in all future filings with the SEC, and our fiscal year end is now June 30. All prior period information presented within this filing is of GenFlat, Inc. historical operations.

In this filing, unless context requires otherwise, references to “we,” “our,” “us” and “our Company” refer to Healthcare Business Resources Inc., a Delaware corporation, and its subsidiaries: GenFlat, Inc, Collapsible Revolution, LLC, Sub Oceanic Genflat LLC.

Liquidity and Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2023 the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has initiated a formal sales and marketing plan including direct email campaigns, industry events, and business to business digital advertising to generate sales. The Company also intends to raise funds through an equity offering to meet the capital requirements to manufacturer its products. However, there is no assurance of additional funding being available through these plans or other sources.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and six months ended December 31, 2023, are not necessarily indicative of the final results that may be expected for the year ending June 30, 2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the GenFlat audited financial statements for the year ended June 30, 2023, included in Exhibit 99.3 to our Form 8-K/A filed with the SEC on February 2, 2024. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 8-K/A, have been omitted.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.

Inventory

Inventory consists of finished goods of collapsible marine shipping containers. Inventory is valued at cost, based on the average cost method, unless and until the net realizable value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to the net realizable value. As of December 31, 2023, inventory consists of finished goods of $1,590,000.

As of December 31, 2023, and June 30, 2023, market values of all of our inventory were greater than cost, and accordingly, no such valuation allowance was recognized.

Long-Lived Assets

The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of November 30, 2023, no impairment was recorded.

Revenue Recognition

The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method.

Revenue is recognized based on the following five step model:

· Identification of the contract with a customer

· Identification of the performance obligations in the contract

· Determination of the transaction price

· Allocation of the transaction price to the performance obligations in the contract

· Recognition of revenue when, or as, the Company satisfies a performance obligation

Basic and Diluted Loss Per Share

In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of December 31, 2023, or June 30, 2023.

Fair Value of Financial Instruments

The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

Stock-Based Compensation

Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value:

Expected Dividends. We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

Expected Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of a peer group of companies of similar size and with similar operations.

Risk-Free Interest Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

Expected Term. The expected life of stock options granted is based on the actual vesting date and the end of the contractual term.

Stock Option Exercise Price and Grant Date Price of Common Stock. Currently the Company utilizes the most recent cash sale price of its common stock as the most reasonable indication of fair value.

The Company accounts for compensation cost for stock option plans and for share based payments to non-employees in accordance with ASC 505, “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.

Research and Development Costs

Research and development costs are expensed as incurred.

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected to adopt this update using the modified retrospective transition method and prior periods have not been restated.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

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INTANGIBLE ASSETS, NET

6 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET

NOTE 3.  INTANGIBLE ASSETS, NET

On March 26, 2021, the Company acquired a group of patents related to the container design and functionality for a purchase price of $185,000. The Company paid $60,000 in cash and issued a $125,000 note payable for the transaction. The patents acquired are recognized as a long-lived intangible asset and are amortized over their estimated useful lives.

The following table represents the balances of intangible assets as of December 31, 2023 and June 30, 2023:

	Estimated life	December 31, 2023			June 30, 2023
Patent costs	5.75 years	$	186,300		$	186,300
			186,300			186,300
Accumulated Amortization			(88,962	)		-
Net Intangible		$	97,338		$	186,300

During the six months ended December 31, 2023, the Company recognized amortization expense of $88,962 on the intangible assets.

XML

LEASE

6 Months Ended

Dec. 31, 2023

LEASE

LEASE

NOTE 4. LEASES

The Company maintains an operating lease for its office space. The lease has a remaining term of 4 months. The Company determines if an arrangement is a lease at inception. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. As of December 31, 2023, and June 30, 2023, the amount of right-of-use assets and lease liabilities were $1,173 and $1,190 and $8,011 and $8,127, respectively. Aggregate lease expense for the six months ended December 31, 2023, and 2022 was $7,100, respectively.

				Remaining
				Term in
	Operating Lease			Years
2023		1,200
2024		-
Total lease payments		1,200
Less: imputed interest		(10	)
Present value of lease liability		1,190			0.08

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DEBT

6 Months Ended

Dec. 31, 2023

DEBT

Debt

NOTE 5. DEBT 

Senior Secured Convertible Credit Line

On July 1, 2022, the Company entered a secured convertible note up to $100,000. The secured convertible note matures on July 1, 2023 and bears interest at 8% per annum. The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the Company’s CEO. In the event of an event of default on the note, at the option of the holder, the note can be converted into shares of the Company’s common stock at the conversion price of $0.01 per share. On July 12, 2023, the Company amended the secured convertible note of $100,000 issued on July 1, 2022. The amended secured convertible note was increased to $150,000 and is due on January 1, 2024. Following the Share Exchange, the Company repaid and extinguished the secured convertible note and accrued interest in full as of December 31, 2023.

Note Payable

On March 26, 2021, the Company entered into a promissory note agreement with a third party for a total principal of $125,000. The Company will pay 2.5% per annum, compounded annually until the total principal is paid in full. The note has no maturity date and no default interest rate. During the period ended September 30, 2023, the Company repaid $74,500. As of December 31, 2023, and June 30, 2023, the balance owed on the note was $50,500 and $125,000, respectively. Accrued interest on the note was $7,908 and $7,201 as of December 31, 2023, and June 30, 2023.

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STOCKHOLDERS EQUITY

3 Months Ended

Dec. 31, 2023

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY

NOTE 6. STOCKHOLDERS’ EQUITY

On September 8, 2023, the stockholders of Healthcare Business Resources Inc. approved an amendment (the “Amendment”) to Healthcare Business Resources Inc.’s Certificate of Incorporation to increase the total number of shares of common stock that it shall have authority to issue from 200,000,000 shares to 2,500,000,000 shares. The Amendment was filed with the Secretary of the State of Delaware and became effective on October 16, 2023.  

During the six months ended December 31, 2023, prior to closing of the Share Exchange, GenFlat sold a total of 534,825 shares of its common stock in exchange for cash proceeds of $2,089,300.

As a result of the Share Exchange, the Company recognized a noncontrolling interest related to the portion of GenFlat equity held by a shareholder not party to the Share Exchange agreement, representing 2.78% of outstanding GenFlat shares prior to the merger.

On October 18, 2023, the Company entered into the Share Exchange Agreement with GenFlat and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat. 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.

The Share Exchange was accounted for as a reverse acquisition under ASC 805 due to the change in voting control of the legal acquirer. GenFlat was determined to be the accounting acquirer. As a result of the transaction, the Company has presented the historical operations of GenFlat prior to the merger in its consolidated financial statements. The balance sheet of HBR at the date of the Share Exchange Agreement consisted of the following:

Accounts payable	$	108,953
Accrued interest		9,877
Senior Secured Convertible Credit line		128,466
Total liabilities assumed	$	247,296

Subsequent to the closing of the Share Exchange, the Company repaid the Senior Secured Convertible Credit Line and accrued interest in full.

As a result of the Share Exchange, the Company recognized a noncontrolling interest related to the portion of GenFlat equity held by a shareholder not party to the Share Exchange agreement, representing 2.78% of outstanding GenFlat shares prior to the merger.

Incentive Stock Options

The following table summarizes the stock option activity for the six months ended December 31, 2023:

	Number of			Weighted Average Exercise Price
	Options			Per Share
Outstanding at June 30, 2023		1,580,000		$	0.57
Granted		-			-
Exercised		-			-
Forfeited and expired		(810,000	)		0.64
Outstanding at December 31, 2023		1,580,000		$	0.50

As of December 31, 2023, there were 764,000 stock options exercisable. The outstanding stock options have a weighted average remaining term of 6.5 years and have no intrinsic value. 

Stock Warrants

The following table summarizes the stock warrant activity for the six months ended December 31, 2023:

	Number of		Weighted Average Exercise Price
	Warrants		Per Share
Outstanding at June 30, 2023		1,400,000	$	0.50
Granted		-		-
Exercised		-		-
Forfeited and expired		-
Outstanding at December 31, 2023		1,400,000	$	0.50

The outstanding stock warrants have a weighted average remaining term of 0.5 years and no intrinsic value.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 7. RELATED PARTY TRANSACTIONS

From time to time, the Company’s CEO paid expenses on behalf of the Company. As of December 31, 2023, and June 30, 2023, the Company owed $8,731 in advances the Company’s CEO. The Company’s CEO receives $15,000 per month in consulting fees on a month-to-month basis. The Company’s Chief Operating Officer is a family member of the CEO and receives an annual salary of $150,000.

In May 2022, Collapsible Revolution, LLC entered into a consulting agreement with an advisor for consulting services related to public market listing of the Company. The Company paid $20,000 in cash to the consultant and agreed to pay an additional $20,000 upon filing of a prospectus, $25,000 upon effectiveness of such prospectus, and $25,000 upon public listing of the Company’s shares of common stock. The Company also agreed to issue 10% of the outstanding common shares of the Company to the consultant. The consultant formed GenFlat, Inc. in July 2022, and was its sole officer and Director until the closing of a reverse merger. The consultant held 1,000,000 shares of common stock of the Company that were issued at par value upon formation of GenFlat. At the time of the reverse merger, the consultant resigned as a Director and Officer, and amended the consulting agreement to remove the equity consideration described above. The consultant was paid $70,000 as a transaction fee as a result of the Share Exchange between GenFlat and the Company. This consultant was also a shareholder of the Company, and the holder of the  Senior Secured Line of Credit.

The Company maintains an operating lease for its office space. The lease has a remaining term of 4 months. The Company determines if an arrangement is a lease at inception. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. As of December 31, 2023, and June 30, 2023, the amount of right-of-use assets and lease liabilities were $1,173 and $1,190 and $8,011 and $8,127, respectively. Aggregate lease expense for the six months ended December 31, 2023, and 2022 was $7,100, respectively.

No member of management has benefited from the transactions with related parties.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Dec. 31, 2023

Commitments and contingencies

COMMITMENTS AND CONTINGENCIES

NOTE 8. COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be subject to routine litigation, claims, or disputes in the ordinary course of business. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company cannot predict with certainty, however, the outcome or effect of any litigation, investigatory matters, or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations.

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SUBSEQUENT EVENTS

6 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated events through February 15, 2024, the date these financial statements were available for issuance, and determined there were no events requiring disclosures.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presantation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and six months ended December 31, 2023, are not necessarily indicative of the final results that may be expected for the year ending June 30, 2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the GenFlat audited financial statements for the year ended June 30, 2023, included in Exhibit 99.3 to our Form 8-K/A filed with the SEC on February 2, 2024. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 8-K/A, have been omitted.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.

Inventory

Inventory consists of finished goods of collapsible marine shipping containers. Inventory is valued at cost, based on the average cost method, unless and until the net realizable value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to the net realizable value. As of December 31, 2023, inventory consists of finished goods of $1,590,000.

As of December 31, 2023, and June 30, 2023, market values of all of our inventory were greater than cost, and accordingly, no such valuation allowance was recognized.

Long-Lived Assets

The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of November 30, 2023, no impairment was recorded.

Revenue Recognition

The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method.

Revenue is recognized based on the following five step model:

· Identification of the contract with a customer

· Identification of the performance obligations in the contract

· Determination of the transaction price

· Allocation of the transaction price to the performance obligations in the contract

· Recognition of revenue when, or as, the Company satisfies a performance obligation

Basic and Diluted Loss Per Share

In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of December 31, 2023, or June 30, 2023.

Fair Value of Financial Instruments

The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

Stock-Based Compensation

Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value:

Expected Dividends. We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

Expected Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of a peer group of companies of similar size and with similar operations.

Risk-Free Interest Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

Expected Term. The expected life of stock options granted is based on the actual vesting date and the end of the contractual term.

Stock Option Exercise Price and Grant Date Price of Common Stock. Currently the Company utilizes the most recent cash sale price of its common stock as the most reasonable indication of fair value.

The Company accounts for compensation cost for stock option plans and for share based payments to non-employees in accordance with ASC 505, “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.

Research and Development Costs

Research and development costs are expensed as incurred.

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected to adopt this update using the modified retrospective transition method and prior periods have not been restated.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

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INTANGIBLE ASSETS, NET (Tables)

6 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS, NET

Schedule of intangible assets

	Estimated life	December 31, 2023			June 30, 2023
Patent costs	5.75 years	$	186,300		$	186,300
			186,300			186,300
Accumulated Amortization			(88,962	)		-
Net Intangible		$	97,338		$	186,300

	Number of		Weighted Average Exercise Price
	Warrants		Per Share
Outstanding at June 30, 2023		1,400,000	$	0.50
Granted		-		-
Exercised		-		-
Forfeited and expired		-
Outstanding at December 31, 2023		1,400,000	$	0.50

The outstanding stock warrants have a weighted average remaining term of 0.5 years and no intrinsic value.

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LEASES (Tables)

6 Months Ended

Dec. 31, 2023

LEASES (Tables)

Schedule of lease expense

				Remaining
				Term in
	Operating Lease			Years
2023		1,200
2024		-
Total lease payments		1,200
Less: imputed interest		(10	)
Present value of lease liability		1,190			0.08

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STOCKHOLDERS EQUITY (Tables)

6 Months Ended

Dec. 31, 2023

STOCKHOLDERS EQUITY

Schedule of Stock Option activity

Accounts payable	$	108,953
Accrued interest		9,877
Senior Secured Convertible Credit line		128,466
Total liabilities assumed	$	247,296

	Number of			Weighted Average Exercise Price
	Options			Per Share
Outstanding at June 30, 2023		1,580,000		$	0.57
Granted		-			-
Exercised		-			-
Forfeited and expired		(810,000	)		0.64
Outstanding at December 31, 2023		1,580,000		$	0.50

Schedule of Stock Warrant Activity

	Number of		Weighted Average Exercise Price
	Warrants		Per Share
Outstanding at June 30, 2023		1,400,000	$	0.50
Granted		-		-
Exercised		-		-
Forfeited and expired		-
Outstanding at December 31, 2023		1,400,000	$	0.50

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NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - shares	1 Months Ended
	Dec. 20, 2023	Dec. 31, 2023	Oct. 18, 2023	Jun. 30, 2023
Shares of common stock outstanding	1,054,150,000	1,054,150,000		1,020,519,491
Exchange shares of common stock	1,043,847,000
Shares of common stock issued	1,054,150,000	1,054,150,000		1,020,519,491
Shares of common stock canceled	11,000,000
Ownership percentage		97.10%	97.10%
Share Exchange Agreement [Member]
Shares of common stock outstanding	1,054,150,000
Exchange shares of common stock	1,043,847,000
Shares of common stock issued	1,054,150,000
Shares of common stock canceled	11,000,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Dec. 31, 2023	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Inventory	$ 1,590,000	$ 0

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INTANGIBLE ASSETS, NET (Details) - USD ($)	6 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
INTANGIBLE ASSETS, NET
Patent costs	$ 186,300	$ 186,300
Estimated lifes	5 years 9 months
Total Patent costs	$ 186,300	186,300
Accumulated Amortization	(88,962)	0
Net Intangible	$ 97,338	$ 186,300

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INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2023	Jun. 30, 2023	Mar. 26, 2021
INTANGIBLE ASSETS, NET
Purchase price			$ 185,000
Amortization expense	$ 88,962
Cash paid			60,000
Note payable issued	$ 50,500	$ 125,000	$ 125,000

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LEASE (Details)	6 Months Ended
	Dec. 31, 2023 USD ($)
Estimated life	29 days
Opearting Lease [Member]
2023	$ 1,200
2024	0
Less: imputed interest	(10)
Total lease payments	1,200
Present value of lease liability	$ 1,190

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LEASE (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
LEASE
Operating Right-of-use assets	$ 1,173		$ 1,190
Lease liabilities	$ 8,011		$ 8,127
Remaining term	4 years
Desription of operating lease	The Company maintains an operating lease for its office space
Lease expense	$ 7,100	$ 7,100

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DEBT (Details Narrative) - USD ($)		1 Months Ended		6 Months Ended
	Jul. 02, 2022	Dec. 20, 2023	Mar. 26, 2021	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Shares of common stock canceled		11,000,000
Convertible notes payble	$ 100,000
Secured convertible note increased				$ 150,000
Principal amount			$ 125,000
Repayments of Notes Payable				74,500	$ 0
Third Party Promissory Note [Member]
Principal amount			$ 125,000
Interest rate	8.00%		2.50%
Debt istrument, accrued interest				$ 7,908		$ 7,201
Conversion price				$ 0.01
Notes payable, balance				$ 50,500		$ 125,000
Repayments of Notes Payable			$ 74,500
CEO [Member]
Shares of common stock canceled		11,000,000
Convertible note	$ 100,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		6 Months Ended
	May 11, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 20, 2023	Jun. 30, 2023
Lease liabilitie		$ 8,011			$ 8,127
Consulting fees		15,000
Annual salary		150,000
Transaction fee		70,000
Right-of-use assets		$ 1,174			8,011
Company acquisiton percentage		10.00%		97.22%
Advances from related party		$ 8,731
Debt instrument descriptions	The Company paid $20,000 in cash to the consultant and agreed to pay an additional $20,000 upon filing of a prospectus, $25,000 upon effectiveness of such prospectus, and $25,000 upon public listing of the Company’s
Common stock shares		1,000,000
Lease expense		$ 7,100	$ 7,100
CEO [Member]
Lease liabilitie		8,011			8,127
Right-of-use assets		1,173			$ 1,190
Lease expense		$ 7,100	$ 7,100

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STOCKHOLDERS EQUITY (Details)	Dec. 31, 2023 USD ($)
STOCKHOLDERS EQUITY
Accounts payable	$ 108,953
Accrued interest	9,877
Senior secured convertible credit line	128,466
Total liabilities assumed	$ 247,296

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STOCKHOLDERS EQUITY (Details 1)	6 Months Ended
	Dec. 31, 2023 $ / shares shares
STOCKHOLDERS EQUITY
Weighted average exercise price outstanding, beginning	$ 0.57
Weighted average exercise price granted	0
Weighted average exercise price exercised	0
Weighted average exercise price forfeited and expired	$ 0.64
Number of options forfeited and expired | shares	(810,000)
Options outstanding, ending | shares	1,580,000
Weighted average exercise price outstanding, ending	$ 0.50
Options outstanding, beginning | shares	1,580,000

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STOCKHOLDERS EQUITY (Details 2)	6 Months Ended
	Dec. 31, 2023 $ / shares shares
Weighted average exercise price Per share, granted	$ 0
Weighted average exercise price per share , exercised	$ 0
Warrant [Member]
Warrant outstanding, beginning | shares	1,400,000
warrant Outstanding, ending | shares	1,400,000
Weighted average exercise price outstanding, beginning	$ 0.50
Weighted average exercise price Per share, granted	0
Weighted average exercise price per share , exercised	0
Weighted average exercise price outstanding, ending	$ 0.50

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STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 20, 2023	Dec. 31, 2023	Oct. 18, 2023	Jun. 30, 2023
Shares of common stock sold		534,825
Ownership percentage		97.10%	97.10%
Shares of common stock canceled	11,000,000
Shares of common stock issued	1,054,150,000	1,054,150,000		1,020,519,491
Exchange shares of common stock	1,043,847,000
Weighted average remaining term		6 years 6 months
Description related to issue of share		it shall have authority to issue from 200,000,000 shares to 2,500,000,000 shares
Cash proceed		$ 2,089,300
Shares of common stock outstanding	1,054,150,000	1,054,150,000		1,020,519,491
Company acquisiton percentage	97.22%	10.00%
Stock options exercisable		764,000
Stock Warrants [Member]
Weighted average remaining term		6 months