GFLT 10-Q

GenFlat Holdings, Inc. (GFLT)

10-Q 2024-02-15 For: 2023-12-31

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Added on April 08, 2026

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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)

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

		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

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.

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.

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

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	$	-		$	-

	·	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

	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

				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

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

	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 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.

	·	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.

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

	Healthcare Business Resources Inc.
	Registrant

	By:	/s/ Drew D. Hall
		Drew D. Hall
		Chief Executive Officer and Chief Financial Officer