STOCKHOLDERS EQUITY

9 Months Ended

Mar. 31, 2024

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 nine months ended March 31, 2024, prior to closing of the Share Exchange, GenFlat sold a total of 534,825 shares of its common stock in exchange for net cash proceeds of $2,139,300. GenFlat also returned $50,000 in cash to an investor who subscribed to shares during the year ended June 30, 2023.

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 nine months ended March 31, 2024:

	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 March 31, 2024		770,000		$	0.50

As of March 31, 2024, there were 764,000 stock options exercisable. The outstanding stock options have a weighted average remaining term of 6.25 years and have no intrinsic value. 

Stock Warrants

The following table summarizes the stock warrant activity for the nine months ended March 31, 2024:

	Number of			Weighted Average Exercise Price
	Warrants			Per Share
Outstanding at June 30, 2023		1,400,000		$	0.50
Granted		-			-
Exercised		-			-
Forfeited and expired		(1,400,000	)		0.50
Outstanding at March 31, 2024		-		$	-

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