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EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - Healthcare Business Resources, Inc. | hbr_ex231.htm |
As filed with the U.S. Securities and Exchange Commission on
July 13, 2020
Registration No. 333-239000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-1/A
Amendment No. 1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Healthcare Business Resources Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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8742
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84-3639946
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(State
or other jurisdiction of incorporation or
organization)
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|
(Primary
Standard Industrial Classification Code
Number)
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|
(I.R.S.
Employer Identification Number)
|
718 Thompson Lane, Suite 108-273
Nashville, Tennessee 37204
615-856-5542
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Stephen Epstein
Chief Executive Officer
Healthcare Business Resources Inc.
718 Thompson Lane, Suite 108-273
Nashville, Tennessee 37204
615-856-5542
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Copies
to:
Joel
Arberman
Meraki
Partners, LLC
11932
Fountainside Circle
Boynton
Beach, Florida 33437
Telephone:
516-299-9092
Facsimile:
516-299-9094
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this Registration
Statement
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.
☑
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act Registration Statement
number of the earlier effective Registration Statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier
effective Registration Statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier
effective Registration Statement for the same
offering. ☐
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
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☐
|
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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
Title of
Securities to be Registered
|
Amount to be
Registered (1)
|
Proposed
Maximum
Offering
Price
Per Share
(2)
|
Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration Fee
(3)
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|
|
|
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|
Common Stock, $.001
par value
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33,500
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$10.00
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$335,000
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$43.48
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(1)
Pursuant to Rule
416 under the Securities Act, the shares being registered hereunder
include such indeterminate number of shares of common stock, as may
be issuable with respect to the shares being registered hereunder
as a result of stock splits, stock dividends or similar
transactions.
(2)
This price is used
for the purpose of computing the amount of the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933, as
amended.
(3)
Previously
paid.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
i
The
information in this preliminary prospectus is not complete and may
be changed. The Selling Stockholders may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and we are not soliciting
offers to buy these securities in any jurisdiction where the offer
or sale is not permitted. Subject
to completion, dated July 13,
2020.
PROSPECTUS
HEALTHCARE
BUSINESS RESOURCES INC.
Up to
33,500 shares of common stock
This prospectus relates to the resale or other disposition from
time to time of up to 33,500 shares of common stock by the Selling
Stockholders named in this prospectus (the “Selling
Stockholders”). We are
not selling any shares of Common Stock under this prospectus and
will not receive any proceeds from the sale of the
Shares.
This is
a direct public offering since the Selling Stockholders are
offering their shares directly to the public without the
participation of an underwriter. The Selling Stockholders will be
responsible for selling their own shares. Our registration of the
securities covered by this prospectus does not mean that the
Selling Stockholders will offer or sell any of the
shares.
The
Selling Stockholders will be offering shares at a fixed price of
$10 per share until our common stock becomes quoted or listed. The
offering price bears no relationship to our assets, book value,
earnings or any other customary investment criteria.
The Selling Stockholders will bear all discounts, concessions,
commissions and similar expenses, if any, attributable to the sale
of shares of common stock. We will bear all other costs,
expenses and fees in connection with the registration of shares of
common stock. For more information, see “Plan of
Distribution” beginning on page 19 of this
prospectus.
No
public market currently exists for our common stock. Subsequent to
the effective date of the registration statement of which this
prospectus is a part, we intend to
have our shares quoted on the OTCQB operated by OTC Markets
Group, Inc., although we have made no arrangements to have our
shares quoted on the OTCQB as of the date of this prospectus. We
cannot assure you that our shares will ever be quoted on the
OTCQB. Consequently, if you purchase shares in this
offering you may not be able to sell your shares in any organized
marketplace and you may be limited to selling your shares
privately. Accordingly, an investment in our shares is an illiquid
investment.
We are
an “emerging growth company” under applicable
Securities and Exchange Commission rules and will be subject to
reduced public company reporting requirements.
THE SECURITIES BEING OFFERED ARE SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. THEY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE “RISK
FACTORS” BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR A
DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN OUR SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is [_______], 2020
ii
Table of Contents
Cautionary
Statement Regarding Forward-Looking Statements
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1
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Prospectus
Summary
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2
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Risk
Factors
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5
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Use of
Proceeds
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13
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Determination
of Offering Price
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13
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Selling
Stockholders
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13
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Plan of
Distribution
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15
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Description
of Securities
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16
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Market
for Common Equity and Related Stockholders Matters
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18
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Security Ownership of Certain Beneficial Owners and
Management
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19
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Description
of Our Business
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20
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Management
Discussion and Analysis of Financial Condition
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26
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Directors,
Executive Officers, Promoters and Control Persons
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28
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Executive
Compensation
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29
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Certain Relationships And Related Transactions, And Director
Independence
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30
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Interest
of Named Experts and Counsel
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31
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Legal
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31
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Experts
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31
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Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
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31
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Where
You Can Find More Information
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31
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Index
to Financial Statements
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F-1
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iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This
prospectus includes “forward-looking statements” within
the meaning of the federal securities laws that involve risks and
uncertainties. Forward-looking statements include statements we
make concerning our plans, objectives, goals, strategies, future
events, future revenues or performance, capital expenditures,
financing needs and other information that is not historical
information. Some forward-looking statements appear under the
headings “Prospectus Summary,” “Risk
Factors,” “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and
“Description of Business.” When used in this
prospectus, the words “estimates,”
“expects,” “anticipates,”
“projects,” “forecasts,”
“plans,” “intends,” “believes,”
“foresees,” “seeks,” “likely,”
“may,” “might,” “will,”
“should,” “goal,” “target” or
“intends” and variations of these words or similar
expressions (or the negative versions of any such words) are
intended to identify forward-looking statements. All
forward-looking statements are based upon information available to
us on the date of this prospectus.
These forward-looking statements are subject to
risks, uncertainties and other factors, many of which are outside
of our control, that could cause actual results to differ
materially from the results discussed in the forward-looking
statements, including, among other things, the matters discussed in
this prospectus in the sections captioned “Prospectus
Summary,” “Risk Factors,”
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and
“Description of Business.” Some of the factors that we
believe could affect our results include future business and
financial performance or conditions, anticipated sales growth,
competition from larger, more established companies with greater
economic resources than we have, expenses, profits or losses, new
product introductions, financing and working capital requirements
and resources, control by our principal equity holders and the
other factors set forth herein, including those set forth under
“Risk Factors.”
There
are likely other factors that could cause our actual results to
differ materially from the results referred to in the
forward-looking statements. All forward-looking statements
attributable to us in this prospectus apply only as of the date of
this prospectus and are expressly qualified in their entirety by
the cautionary statements included in this prospectus. We undertake
no obligation to publicly update or revise forward-looking
statements to reflect events or circumstances after the date made
or to reflect the occurrence of unanticipated events, except as
required by law.
1
PROSPECTUS SUMMARY
This summary highlights material information concerning our
business and this offering. This summary does not contain all of
the information that you should consider before making your
investment decision. You should carefully read the entire
prospectus and the information incorporated by reference into this
prospectus, including the information presented under the section
entitled “Risk Factors” and the financial data and
related notes, before making an investment decision. This summary
contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ significantly from
future results contemplated in the forward-looking statements as a
result of factors such as those set forth in “Risk
Factors” and “Cautionary Statement Regarding
Forward-Looking Statements.”
In this prospectus, unless context
requires otherwise, references to “we,”
“our,” “us” and “our Company”
refer to Healthcare Business Resources Inc., a Delaware
corporation, and all subsidiaries.
You
should rely only on the information contained in this prospectus
and any accompanying prospectus supplement. We have not, and the
Selling Stockholders have not, authorized anyone to provide you
with additional or different information. The prospectus may be
used only for the purposes for which it has been published. If you
receive any other information, you should not rely on it. You
should assume that the information contained in this prospectus or
any accompanying prospectus supplement is accurate only as of the
date on the front cover of the applicable document. Our business,
financial condition, results of operations or prospects may have
changed since that date. You should not rely on or assume the
accuracy of any representation or warranty in any agreement that we
have filed as an exhibit to the registration statement of which
this prospectus is a part or that we may otherwise publicly file in
the future because any such representation or warranty was made
solely for the benefit of the parties to such agreement, may be
subject to exceptions and qualifications contained in separate
disclosure schedules, may represent the parties’ risk
allocation in the particular transaction, may be qualified by
materiality standards that differ from what may be viewed as
material for securities law purposes or may no longer continue to
be true as of any given date. No offer of these securities is being
made in any jurisdiction where such offer or sale is
prohibited.
We
may file a prospectus supplement to add to, update or change the
information contained in this prospectus and, to the extent
inconsistent, information in this prospectus will be superseded by
the information in the prospectus supplement. Before you invest,
you should carefully read this prospectus, the applicable
prospectus supplement and the information contained in the
documents we refer to under the headings “Where You Can Find
Additional Information.”
Our Business and Corporate History
We are
in our development stage. We plan to generate revenue by providing
consulting services. These services include:
●
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.
Our
management, board of advisors and board of directors have extensive
experience in market expansion strategies, financial analysis,
acquisition integration, management consulting and training,
healthcare law, corporate law, capital markets, mergers and
acquisitions. We believe the combined experience, knowledge,
credibility and connections of our people are unique and
potentially valuable to prospective clients. As a result, even
though we are a new business with no revenues to date, we believe
we will successfully execute our business plan. See
“Description of Business - Our Competitive Strengths”
in this prospectus.
Management consulting services
Our
management consulting services are designed to help clients
increase revenue, improve overall efficiency of their operations,
grow strategically and increase profitability. We provide clients
with advice and assistance tailored to address each client’s
challenges and opportunities, with a focus on healthcare
organizations that are facing significant operational and financial
changes. We believe that distressed companies respond to challenges
by restructuring their business and capital structure, while
healthy companies strive to capitalize on opportunities by
improving operations, reducing costs and maximizing revenue. Many
organizations have limited resources dedicated to respond
effectively to challenges and opportunities. As a result, we
believe many organizations seek to supplement their internal
resources with experienced independent consultants like
us.
2
As part
of our management consulting services, we will perform an initial
review of a prospective clients relevant financial, tax and
business documentation at no cost to determine areas for potential
corporate improvement and growth opportunities.
We plan
to charge clients a fee for our management consulting services
based on time (e.g. hourly or monthly) or based on performance
(e.g. revenue or cost savings). As of the date of this Prospectus,
we have not generated any management consulting services revenue
and we are unable to determine how long, if ever, it would take to
attract paying clients. We cannot assure you that we will ever
generate enough management consulting revenue to sustain our
operations.
Financial incentive program services
Our
financial incentive program services are designed to identify
grants, tax credits and other government incentives for companies
across a variety of industries including healthcare. We will assist
with advising on and documenting business processes related to such
credits and rebates and work with certified public accounting firms
and business owners to compile reports and documentation required
to apply for various financial incentive programs.
As part
of our financial incentive program services, we will perform an
initial review of a prospective client’s relevant financial,
tax and business documentation at no cost to determine the
potential economic benefits from various federal and state
incentive programs.
We plan
to charge clients a fee primarily based on the economic benefit we
facilitate from any incentive programs, when permitted by any
applicable rules and guidelines. Where contingency fees are not
permissible, fixed fee contracts may be used. As part of our
incentive program services, we may be at risk for certain
third-party accounting, legal and consulting fees until such time
as we are reimbursed by our client, if ever. As of the date of this
Prospectus, we have not generated any financial incentive program
services and we are unable to determine how long, if ever, it would
take to attract paying clients. We cannot assure you that we will
ever generate enough financial incentive program revenue to sustain
our operations
We were
incorporated in Delaware on September 9, 2019. We conduct all our
operations through our wholly owned subsidiary, HBR Business
Development, LLC which was incorporated in Delaware on January 21,
2020. Our business address 718 Thompson Lane, Suite 108-273,
Nashville, Tennessee 37204 and our telephone number is
615-856-5542. In this prospectus,
unless context requires otherwise, references to
“we,” “our,” “us” and
“our Company” refer to Healthcare Business Resources
Inc., a Delaware corporation, and all subsidiaries. Our website is
www.HealthcareBusinessResources.com
Information contained on our website does not constitute part of
this Prospectus.
The Offering
The Selling Stockholders identified under the
section titled “Selling Stockholders,” may offer and
sell up to 33,500 shares of our
common stock. The Selling Stockholders will be offering
shares at a fixed price of $10 per share until our common stock
becomes quoted or listed. The offering price bears no relationship
to our assets, book value, earnings or any other customary
investment criteria. We will not
receive any of the proceeds of sales by the Selling Stockholders of
any of the common stock covered by this
prospectus.
Prior
to this Offering, no public market has existed for our common
stock. Subsequent to the effective date of the registration
statement of which this prospectus is a part, we intend to have our shares quoted on the OTCQB
operated by OTC Markets Group, Inc., although we have made no
arrangements to have our shares quoted on the OTCQB as of the date
of this prospectus. We cannot assure you that our shares will ever
be quoted on the OTCQB. Consequently, if you purchase
shares in this offering you may not be able to sell your shares in
any organized marketplace and you may be limited to selling your
shares privately. Accordingly, an investment in our shares is an
illiquid investment.
3
November 2019 Private Placement
In
connection with the organization of our Company, on November 8,
2019 we issued 950,000 shares of our common stock to our founder
and certain of our advisors for total consideration of $950, or
$0.001 per share, for services rendered by these persons to our
Company. No registration rights were provided to these shareholders
in connection with this this private placement.
January 2020 Private Placement
In
January 2020, we issued 29,500 shares of our common stock to 52
accredited investors for total consideration of $191,750, or $6.50
per share. No registration rights were provided to these
shareholders in connection with this this private
placement.
Controlled Company.
Stephen
Epstein, our Chief Executive Officer, President, Chief Financial
Officer, Secretary and Director, controls more than 50% of the outstanding voting
power of our common stock based on his ownership and control over
an aggregate of 675,000 shares of our common stock representing 69%
of the total votes on which stockholders beneficially own and would
be entitled to vote, he can approve all stockholder actions
requiring a majority vote of stockholders, including the election
of all members of our board of directors.
Implications of Being an Emerging Growth Company
We
qualify as an emerging growth company as defined in the JOBS Act
because we had less than $1.07 billion in revenues during our
last fiscal year. As an emerging growth company, we expect to take
advantage of reduced reporting requirements that are otherwise
applicable to public companies. These provisions include, but are
not limited to:
●
being
permitted to present only two years of audited financial
statements, in addition to any required unaudited interim financial
statements, with correspondingly reduced “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” disclosure in this prospectus;
●
not
being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002, as amended
(“Sarbanes-Oxley”);
●
reduced
disclosure obligations regarding executive compensation in our
periodic reports, proxy statements and registration statements;
and
●
exemptions
from the requirements of holding a nonbinding advisory vote on
executive compensation and shareholder approval of any golden
parachute payments not previously approved.
We
may use these provisions until the last day of our fiscal year
following the fifth anniversary of the completion of our initial
public offering. However, if certain events occur prior to the end
of such five-year period, including if we become a “large
accelerated filer,” our annual gross revenues exceed
$1.07 billion or we issue more than $1.0 billion of
non-convertible debt in any three-year period, we will cease to be
an emerging growth company prior to the end of such five-year
period.
As
an emerging growth company, we intend to take advantage of an
extended transition period for complying with new or revised
accounting standards as permitted by the JOBS Act. To the extent
that we continue to qualify as a “smaller reporting
company,” as such term is defined in Rule 12b-2 under
the Securities Exchange Act of 1934, after we cease to qualify as
an emerging growth company, certain of the exemptions available to
us as an emerging growth company may continue to be available to us
as a smaller reporting company, including: (i) not being
required to comply with the auditor attestation requirements of
Section 404(b) of the Sarbanes Oxley Act; (ii) scaled
executive compensation disclosures; and (iii) the requirement
to provide only two years of audited financial statements, instead
of three years.
4
RISK FACTORS
An investment in the securities offered involves a high degree of
risk and represents a highly speculative investment. In addition to
the other information contained in this prospectus, prospective
investors should carefully consider the following risks before
investing in our common stock. If any of the following risks occur,
our business, operating results and financial condition could be
materially adversely affected. As a result, the price of our common
stock could decline from the offer price and, if the common stock
ever trades, the trading price could decline, and you may lose all
or part of your investment in our common stock. The risks discussed
below also include forward-looking statements, and our actual
results may differ substantially from those discussed in these
forward-looking statements. See “Cautionary Statement
Regarding Forward Looking Statements” in this
prospectus.
Additional risks and uncertainties not currently known to us or
that we presently deem to be immaterial may also materially and
adversely affect our business, prospects, financial condition,
results of operations and value of our stock. You should not
purchase the securities offered unless you can afford the loss of
your entire investment.
RISKS RELATED TO OUR BUSINESS
Because we have a limited operating history, you may not be able to
accurately evaluate our operations.
We have
had limited operations to date. Therefore, we have a limited
history upon which to evaluate the merits of investing in our
company. Potential investors should be aware of the difficulties
normally encountered by new companies and the high rate of failure
of such enterprises. The likelihood of success must be
considered considering the problems, expenses, difficulties,
complications and delays encountered in connection with the
operations that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems
relating to the ability to generate enough cash flow to operate our
business, and additional costs and expenses that may exceed current
estimates. We may incur significant losses into the foreseeable
future. We recognize that if the effectiveness of our
business plan is not forthcoming, we will not be able to continue
business operations. There is no history upon which to
base any assumption as to the likelihood that we will prove
successful, and it is doubtful that we will ever achieve profitable
operations. If we are unsuccessful in addressing these
risks, our business will most likely fail.
We have experienced operating losses in the past and we may not
generate enough funds to sustain a level of profitability in the
future.
Since
our inception, we have incurred significant losses and experienced
negative operating cash flow. We incurred a net loss from
operations of $19,857 from inception to February 28, 2020, and we
anticipate that we will continue to incur significant operating
losses through at least 2021. Additionally, we expect to continue
to make significant operating and capital expenditures in 2019 and
beyond in connection with our growth and expansion plans. As a
result, we may require additional debt or equity financing to
sustain our operations, generate revenue and achieve profitability,
and we cannot assure you that either of these things will ever
occur.
Our profitability is tied to the strength of the companies from
whom we provide consulting services, which are subject to general
business and macroeconomic conditions beyond our
control.
Our
profitability is closely related to the strength of companies from
whom we provide consulting services, which can be cyclical in
nature and affected by changes in national, state and local
economic conditions which are beyond our control. Macroeconomic
conditions that could adversely impact the growth of our business
and those we consult to include, but are not limited to, economic
slowdown or recession, increased unemployment, increased energy
costs, reductions in the availability of credit or higher interest
rates, increased costs of conducting business, inflation,
disruptions in capital markets, declines in the stock market,
adverse tax policies or changes in other regulations, lower
consumer confidence, lower wage and salary levels, war or terrorist
attacks, natural disasters or adverse weather events, or the public
perception that any of these events may occur. Unfavorable general
economic conditions, such as a recession or economic slowdown, in
the United States or other markets we enter and operate within
could negatively affect the affordability of, and consumer demand
for, our services, or the services of the companies with whom we
have royalty stream agreements, which could have a material adverse
effect on our business and profitability.
5
We may never generate enough income to become
profitable.
Our
ability to generate income from consulting services and become
profitable will depend, among other things, upon our ability to
successfully prospect for clients, negotiate consulting agreements,
become engaged by clients, add value and collect our payment for
consulting services rendered. Even if we are able to successfully
do these and other things that are within our control, there are
numerous other factors, some of which are not within our control,
that could impact our ability to generate income or cash flows or
be profitable, including those discussed in these risk
factors.
We are
unable to predict the timing or amount of future cash receipts, or
when or whether we will be able to achieve or maintain
profitability. Even if we secure consulting agreements as described
above, we anticipate incurring significant costs associated with
our efforts to achieve or maintain profitability. Further, we may
not receive the cash amounts that we expect, or any at all, from
any of our current or future consulting agreements.
Our business strategy depends on our ability to enter into
consulting agreements with healthcare organizations. We may not be
able to enter additional contracts in the future or enter into the
number of additional contracts that we anticipate would be
necessary to support our business model.
Our
strategy depends in large part on our ability to benefit from
economies of scale. Accordingly, we are actively pursuing
additional consulting contracts that we intend to enter into in the
future. However, we have no current commitments to enter any other
contracts.
We do
not know if future potential clients will agree to enter consulting
agreements and we may not be able to attract enough additional
contracts. For example, future potential clients may not view our
consulting services as an attractive value proposition to them due
to any number of factors, including differing expectations of an
appropriate purchase price, which may be based on any number of
factors. As a result, we may be forced to revise our business
model.
It is difficult to estimate with precision the projected consulting
payments under any agreement because such estimation is necessarily
based on future events that may or may not occur and that could
change based on a number of factors that are hard to
control.
Due to
the inherent uncertainty in predicting the future, it is difficult
to estimate with precision the projected future payments associated
with our consulting agreements. These estimations are based on
future events that may or may not occur. Additionally, future
events change based on several factors that are difficult or
impossible to control. As a result, it is difficult to predict an
accurate stream of revenue and our competitive position, results of
operations, financial condition and cash flows could be materially
adversely impacted if we receive less revenue from royalty
interests than estimated.
Our business may be adversely affected by competitive market
conditions and we may not be able to execute our business
strategy.
We
expect to increase revenue and cash flow over time through a
business strategy which requires us, among other things, to enter
into consulting agreements with healthcare organizations. We face
competition from other consulting firms and may not be successful
in securing favorable agreements. Expanding our client base will
require sustained management focus, organization and coordination
over significant periods of time. The results of our strategy and
the success of our implementation of this strategy will not be
known for some time in the future. If we are unable to implement
our strategy successfully or properly react to changes in market
conditions, our financial condition, results of operations and cash
flows could be adversely affected.
We may need additional capital in the future, which may not be
available to us on favorable terms, or at all, and may dilute your
ownership of our securities.
We have
historically relied on outside financing and cash from operations
to fund our operations, capital expenditures and expansion. We may
require additional capital from equity or debt financing in the
future to fund our operations. We may not be able to secure timely
additional financing on favorable terms, or at all. The terms of
any additional financing may place limits on our financial and
operating flexibility. If we raise additional funds through
issuances of equity, convertible debt securities or other
securities convertible into equity, our existing shareholders could
suffer significant dilution in their percentage ownership of our
Company, and any new securities we issue could have rights,
preferences and privileges senior to those of the securities we are
offering herein. If we are unable to obtain adequate financing or
financing on terms satisfactory to us, when we require it, our
ability to grow or support our business and to respond to business
challenges could be significantly limited.
6
The global pandemic COVID-19, otherwise referred to as the
Coronavirus, could impair our ability to raise additional funding
or make such funding more costly.
The ongoing global pandemic has caused cessation of business and
cause capital markets to decline sharply. This could make it more
difficult for companies, including ours, to access capital. It is
currently difficult to estimate with any certainty how long the
pandemic and resulting curtailment of business will continue, and
its effect on capital markets and our ability to raise funds is,
accordingly, difficult to quantify. In addition, to the extent that
any of our personnel or consultants are affected by the virus, this
could cause delays or disruption in our research and development
program and affect our ability to execute our plan of
operations.
We may expand through acquisitions of, or investments in, other
companies or through business relationships, all of which may
divert our management’s attention, resulting in additional
dilution to our shareholders and consumption of resources that are
necessary to sustain our business.
We may
acquire competing or complementary services, technologies or
businesses. Any future acquisition, investment or business
relationship may result in unforeseen operating difficulties and
expenditures. We may encounter difficulties assimilating or
integrating the acquired businesses, technologies, products,
personnel or operations of the acquired companies, particularly if
the key personnel of the acquired company choose not to work for us
and we may have difficulty retaining the customers of any acquired
business due to changes in management and ownership. Acquisitions
may also disrupt our ongoing business, divert our resources and
require significant management attention that would otherwise be
available for ongoing development of our business. Moreover, we
cannot assure you that the anticipated benefits of any acquisition,
investment or business relationship would be realized or that we
would not be exposed to unknown liabilities, nor can we assure you
that we will be able to complete any acquisitions on favorable
terms or at all.
If we fail to develop our brand cost-effectively, our business may
be adversely affected.
Successful
promotion of our brand will depend largely on the effectiveness of
our marketing efforts and on our ability to provide reliable and
useful services at competitive prices. Brand promotion activities
may not yield increased revenue, and even if they do, any increased
revenue may not offset the expenses we incur in building our
brands. If we fail to successfully promote and maintain our brand
or incur substantial expenses in an unsuccessful attempt to promote
and maintain our brand, we may fail to attract enough new operators
to the extent necessary to realize a sufficient return on our
brand-building efforts, and our business and results of operations
could suffer.
The market in which we participate is competitive and, if we do not
compete effectively, our operating results could be
harmed.
We
operate in a highly competitive industry. The market for our
services is competitive and rapidly changing, and the barriers to
entry are relatively low. We experience competition from large
established businesses possessing large, existing customer bases,
substantial financial resources and established distribution
channels. We expect competition to persist and intensify in the
future. Competition could result in reduced sales, reduced margins
or the failure of our services to achieve or maintain more
widespread market acceptance, any of which could harm our business
and our operating results could be harmed. Our principal
competitors include any entity or individual providing consulting
services, but not limited to business consultants, growth
consultants, sales consultants, marketing consultants, distribution
consultants and financial consultants.
Our
current and potential competitors have significantly more
financial, technical, marketing and other resources than we do and
may be able to devote greater resources to the development,
promotion, sale and support of their offerings. Our current and
potential competitors have more extensive customer bases and
broader customer relationships than we have. If we are unable to
compete with such companies, the demand for our offering could
substantially decline.
7
We will incur significant costs complying with our obligations as a
reporting issuer, which will decrease our
profitability.
Upon
the effectiveness of our registration statement, we will elect to
file periodic reports with the U.S. Securities and Exchange
Commission (“SEC”), including financial statements and
disclosure regarding changes in our operations. In order to comply
with these requirements, our independent registered public
accounting firm will have to review our financial statements on a
quarterly basis and audit our financial statements on an annual
basis. Moreover, our legal counsel will have to review and assist
in the preparation of such reports. The costs charged by these
professionals for such services cannot be accurately predicted at
this time because factors such as the number and type of
transactions that we engage in and the complexity of our reports
cannot be determined at this time and will have a major impact on
the amount of time to be spent by our auditors and attorneys.
However, we estimate that these costs will exceed $100,000 per year
for the next few years. Those fees will be higher if our business
volume and activity increases. Those obligations will
reduce our resources to fund our operations and may prevent us from
meeting our normal business obligations. Compliance costs will be
charged to operations and will negatively impact our
profitability.
RISKS RELATED TO OUR MANAGEMENT
We are highly dependent on our ability to attract, train and retain
consultants.
Our
business is highly dependent on our ability to attract, train and
retain consultants. In addition, because consultants become more
productive as they gain experience, retaining those individuals is
very important for our success. If we are unable to attract, train
and retain effective consultants, our business, financial
condition, cash flows or results of operations could be adversely
affected. If we are unable to attract and retain consultants in our
business, it could adversely affect our business, financial
condition, cash flows and results of operations.
If we fail to retain our key personnel, we may not be able to
achieve our anticipated level of growth and our business could
suffer.
Our
future depends, in part, on our ability to attract and retain key
personnel. Our future also depends on the continued contributions
of our executive officers, each of whom would be difficult to
replace. Stephen Epstein is our Chief Executive Officer and is
critical to the management of our business and operations and the
development of our strategic direction. The loss of the services of
any of our executive officers or key personnel and the process to
replace any of our key personnel would involve significant time and
expense and may significantly delay or prevent the achievement of
our business objectives. Our anticipated growth could strain our
personnel resources and infrastructure, and if we are unable to
implement appropriate controls and procedures to manage our
anticipated growth, we may not be able to successfully implement
our business plan.
Because our officers and directors engage in other business
activities, they may not be able or willing to devote a sufficient
amount of time to our business operations, causing our business to
fail.
Stephen
Epstein, our Chief Executive Officer, currently devotes
approximately 40 hours per week providing management services to
us. While he presently possess adequate time to attend to our
interests, it is possible that his demands from his other
obligations could increase, with the result that he would no longer
be able to devote sufficient time to the management of our
business. The loss of any of our officers or directors could
negatively impact our business development.
We are anticipating a period of rapid growth in our operations,
which may place, to the extent that we are able to sustain such
growth, a significant strain on our management and our
administrative, operational and financial reporting
infrastructure.
Our
success will depend in part on the ability of our senior management
to manage this expected growth effectively. To do so, we believe we
will need to continue to hire, train and manage new employees or
contractors as needed. If our new team members perform poorly, or
if we are unsuccessful in hiring, training, managing and
integrating these new team members, or if we are not successful in
retaining our existing employees or contractors, our business may
be harmed. To manage the expected growth of our operations and
personnel, we will need to continue to improve our operational and
financial controls and update our reporting procedures and systems.
The expected addition of new team members and the capital
investments that we anticipate will be necessary to manage our
anticipated growth will increase our cost base, which will make it
more difficult for us to offset any future revenue shortfalls by
reducing expenses in the short term. If we fail to successfully
manage our anticipated growth, we will be unable to execute our
business plan.
8
If we are unable to implement and maintain effective internal
control over financial reporting in the future, investors may lose
confidence in the accuracy or completeness of our financial reports
and the market price of our common stock may decline.
We need
to improve the design, implementation, and testing of the internal
controls over financial reporting requirements. If we are unable to
remedy material weaknesses or if our independent registered public
accounting firm is unable to express an opinion as to the
effectiveness of its internal control over financial reporting when
required, investors may lose confidence in the accuracy and
completeness of our financial reports and the market price of the
Common Stock could be negatively affected. We also could become
subject to investigations by the stock exchange if we are ever
listed on an exchange, Securities and Exchange Commission, or other
regulatory authorities, which could require additional financial
and management resources.
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. As of
February 28, 2020, the initiation of transactions and recording of
transactions are performed solely by Stephen Epstein, our Chief
Executive Officer.
We do not have a compensation or an audit committee, so
shareholders will have to rely on our directors to perform these
functions.
We do
not have an audit or compensation committee comprised of
independent directors. These functions are performed by the members
of our board of directors. Until we have an audit committee, there
may be less oversight of management decisions and activities and
little ability for minority shareholders to challenge or reverse
those activities and decisions, even if they are not in the best
interests of minority shareholders.
Our officers and directors own a controlling interest in our voting
stock and investors will not have any voice in our management,
which could result in decisions adverse to our general
shareholders.
Our
officers and directors, in the aggregate, will beneficially own or
have the right to vote 81.9% of our outstanding common shares on a
fully diluted basis, assuming all the shares we are offering are
sold and assuming none of the shares are purchased by any of our
officers or directors. As a result, these shareholders,
acting together, will have the ability to control substantially all
matters submitted to our shareholders for approval including:
election of our board of directors; removal of any of our
directors, amendment of our certificate of incorporation or
by-laws; and adoption of measures that could delay or prevent a
change in control or impede a merger, takeover or other business
combination involving us.
As a
result of their ownership and positions, our officers and directors
collectively can influence all matters requiring shareholder
approval, including the election of directors and approval of
significant corporate transactions. The interests of our officers
may differ from the interests of the other shareholders, and they
may influence decisions with which the other shareholders may not
agree. Such decisions may be detrimental to our business plan
and/or operations and they may cause the business to fail in which
case you may lose your entire investment.
RISKS RELATED TO OUR SYSTEMS
Cybersecurity incidents could disrupt business operations, result
in the loss of critical and confidential information, and adversely
impact our reputation and results of operations.
We face
growing risks and costs related to cybersecurity threats to our
data and customer, employee data, including but not limited
to:
●
the failure or
significant disruption of our operations from various causes,
including human error, computer malware, ransomware, insecure
software, zero-day threats, or other events related to our critical
information technologies and systems
9
●
the increasing
level and sophistication of cybersecurity attacks, including
distributed denial of service attacks, data theft, fraud or
malicious acts on the part of trusted insiders, social engineering,
or other unlawful tactics aimed at compromising the systems and
data of our officers, employees, operators and their customers
(including via systems not directly controlled by us, such as those
maintained by independent sales agents, joint venture partners and
third party service providers)
●
the reputational
and financial risks associated with a loss of data or material data
breach (including unauthorized access to our proprietary business
information or personal information of our customers, employees and
independent sales agents), the transmission of computer
malware.
Global
cybersecurity threats can range from uncoordinated individual
attempts to gain unauthorized access to information technology
systems via viruses, worms, and other malicious software, to
phishing to advanced and targeted hacking launched by individuals
or organizations. These attacks may be directed at the Company, its
employees, operators, third-party service providers, joint venture
partners and others.
In the
ordinary course of our business, we and our third-party service
providers store sensitive data, including our proprietary business
information and intellectual property and that of our clients as
well as personally identifiable information, sensitive financial
information and other confidential information of our employees and
customers. Additionally, we increasingly rely on third-party data
processing, storage providers, and critical infrastructure
services, including cloud solution providers. The secure
processing, maintenance and transmission of this information are
critical to our operations and with respect to information
collected and stored by our third-party service providers, we are
reliant upon their security procedures. A breach or attack
affecting one of our third-party service providers or partners
could harm our business even if we do not control the service that
is attacked.
In
addition, the increasing prevalence and the evolution of
cyber-attacks and other efforts to breach or disrupt our systems or
those of our employees, customers, third-party service providers
and/or joint venture partners will likely continue to lead, to
increased costs to us with respect to preventing, investigating,
mitigating and remediating these risks, as well as any related
attempted or actual fraud.
Our facilities and systems are vulnerable to natural disasters and
other unexpected events and any of these events could result in an
interruption of our ability to execute our business
operations.
We will
depend on the efficient and uninterrupted operations of our
third-party data centers and hardware systems. The data centers and
hardware systems are vulnerable to damage from earthquakes,
tornados, hurricanes, fire, floods, power loss, telecommunications
failures and similar events. If any of these events results in
damage to third-party data centers or systems, we may be unable to
provide our clients with our service until the damage is repaired
and may accordingly lose clients and revenues. In addition, subject
to applicable insurance coverage, we may incur substantial costs in
repairing any damage.
Any significant disruption in service on our website or in our
computer systems, or in our customer support services, could reduce
the attractiveness of our services and result in a loss of
customers.
The
satisfactory performance, reliability and availability of our
services are critical to our operations, level of customer service,
reputation and ability to attract new customers and retain
customers. Most of our computing hardware are co-located in
third-party hosting facilities. None of the companies who host our
systems guarantee that our customers’ access to our products
will be uninterrupted, error-free or secure. Our operations depend
on their ability to protect their and our systems in their
facilities against damage or interruption from natural disasters,
power or telecommunications failures, air quality, temperature,
humidity and other environmental concerns, computer viruses or
other attempts to harm our systems, criminal acts and similar
events. If our arrangements with third-party data centers are
terminated, or there is a lapse of service or damage to their
facilities, we could experience interruptions in our service as
well as delays and additional expense in arranging new facilities.
Any interruptions or delays in access to our services, whether as a
result of a third-party error, our own error, natural disasters or
security breaches, whether accidental or willful, could harm our
relationships with customers and our reputation. These factors
could damage our brand and reputation, divert our employees’
attention, reduce our revenue, subject us to liability and cause
customers to cancel their accounts, any of which could adversely
affect our business, financial condition and results of
operations.
10
We do not have a disaster recovery system, which could lead to
service interruptions and result in a loss of
customers.
We do
not have any disaster recovery systems. In the event of a disaster
in which our software or hardware are irreparably damaged or
destroyed, we would experience interruptions in access to our
services. Any or all these events could cause our customers to lose
access to our services.
We rely on third-party computer hardware and software that may be
difficult to replace or that could cause errors or failures of our
service, which could cause us to suffer a decline in revenues and
profitability.
We rely
on computer hardware purchased and software licensed from third
parties in order to offer our services. This hardware and software
may not continue to be available on commercially reasonable terms,
or at all. If we lose the right to use any of this hardware or
software or such hardware or software malfunctions, our customers
could experience delays or be unable to access our services until
we can obtain and integrate equivalent technology or repair the
cause of the malfunctioning hardware or software. Any delays or
failures associated with our services could upset our customers and
harm our business.
RISKS RELATED TO OUR SECURITIES AND THIS OFFERING
Because we can issue additional shares of common stock, our
shareholders may experience dilution in the future.
We are
authorized to issue up to 200,000,000 shares of common stock.
Immediately prior to the closing of this offering, we will have
approximately 979,500 shares of common stock issued and
outstanding. Our board of directors has the authority to cause us
to issue additional shares of common stock without the consent of
any of our shareholders. Consequently, you may experience more
dilution in your ownership of our securities in the
future.
We do not intend to pay any cash dividends on our securities, so
you will not be able to receive a return on your investment unless
you sell your shares.
We
intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash
dividends on our securities. Unless we pay dividends, our security
holders will not be able to receive a return on their securities
unless they sell them.
There is no current trading market for our securities and if a
trading market does not develop, purchasers of our securities may
have difficulty selling their shares.
There
is currently no established public trading market for our
securities and an active trading market in our securities may not
develop or, if developed, may not be sustained. We intend to
apply for admission to quotation of our securities on the OTCQB.
If for any reason our securities are not quoted on the OTCQB
or a public trading market does not otherwise develop, purchasers
of the securities may have difficulty selling their shares should
they desire to do so. No market makers have committed to
becoming market makers for our common shares and it may be that
none will do so. As a result, you should purchase shares only as a
long-term investment, and you must be prepared to hold your shares
for an indefinite period.
Financial Industry Regulatory Authority (FINRA) sales practice
requirements may limit your ability to buy and sell our
shares.
FINRA
rules require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending
speculative low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain
information about the customer’s financial status, tax
status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high
probability that speculative low-priced securities will not be
suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers
buy our common stock, which may limit your ability to buy and sell
our stock and have an adverse effect on the market for our shares,
depressing our share price.
11
State securities laws may limit secondary trading, which may
restrict the states in which, and conditions under which, you can
sell the securities sold in this offering.
Secondary
trading in securities sold in this offering will not be possible in
any state in the U.S. unless and until the securities are qualified
for sale under the applicable securities laws of the state or there
is confirmation that an exemption, such as listing in certain
recognized securities manuals, is available for secondary trading
in such state. We cannot assure you that we will be successful in
registering or qualifying our securities for secondary trading or
identifying an available exemption for secondary trading in our
securities in every state. If we fail to register or qualify,
or to obtain or verify an exemption for the secondary trading of,
the securities in any state, the securities could not be offered or
sold to, or purchased by, a resident of that state. If a
significant number of states refuse to permit secondary trading in
our securities, the market for our securities could be adversely
affected.
We may become subject to the penny stock rules adopted by the
Securities and Exchange Commission that require brokers to provide
extensive disclosure to their customers prior to executing trades
in penny stocks. These disclosure requirements may cause a
reduction in the trading activity of our common stock, which would
likely make it difficult for our stockholders to sell their
securities.
Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the
definition of a “penny stock,” for purposes relevant to
us, as any equity security that has a minimum bid price of less
than $5.00 per share or with an exercise price of less than $5.00
per share, subject to a limited number of exceptions which are not
available to us. This classification would severely and adversely
affect any market liquidity for our common stock.
For any transaction involving a penny stock, unless exempt, the
penny stock rules require that a broker or dealer approve a
person’s account for transactions in penny stocks and the
broker or dealer receive from the investor a written agreement to
the transaction setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person’s
account for transactions in penny stocks, the broker or dealer must
obtain financial information and investment experience and
objectives of the person and make a reasonable determination that
the transactions in penny stocks are suitable for that person and
that that person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of
transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in
a penny stock, a disclosure schedule prepared by the SEC relating
to the penny stock market, which, in highlight form, sets
forth:
●
The basis on which
the broker or dealer made the suitability determination;
and
●
That the broker or
dealer received a signed, written agreement from the investor prior
to the transaction.
Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading and
commission payable to both the broker-dealer and the registered
representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in
penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny
stocks.
Because of these regulations, broker-dealers may not wish to engage
in the above-referenced necessary paperwork and disclosures and/or
may encounter difficulties in their attempt to sell shares of our
common stock, which may affect the ability of Selling Stockholders
or other holders to sell their shares in any secondary market and
have the effect of reducing the level of trading activity in any
secondary market. These additional sales practice and disclosure
requirements could impede the sale of our common stock. In
addition, the liquidity for our common stock may decrease, with a
corresponding decrease in the price of our common stock. Our common
stock, in all probability, will be subject to such penny stock
rules for the foreseeable future and our stockholders will, in all
likelihood, find it difficult to sell their shares of common
stock.
The price of our common stock may fluctuate
significantly.
The
market price for our common stock could fluctuate significantly for
various reasons, many of which are outside our control. Broad
market and industry factors may materially reduce the market price
of our common stock, regardless of our operating performance. In
addition, price volatility may be greater if the public float and
trading volume of our common stock is low. If any of the foregoing
occurs, it could cause our stock price to fall and may expose us to
litigation, including class action lawsuits that, even if
unsuccessful, could be costly to defend and a distraction to
management.
12
The offering price of our securities was arbitrarily
determined.
The
offering price of the securities we are offering you in this
offering has been arbitrarily determined, and it does not
necessarily bear any relationship to our asset value, net worth or
other established criteria of value. As a result, if you invest in
this offering, you will be exposed to a substantial risk of a
decline in the value of your securities. Each prospective investor
should make an independent evaluation of the fairness of the
offering price.
Our Bylaws designate the Court of Chancery of the State of Delaware
as the sole and exclusive forum for certain types of actions and
proceedings that may be initiated by our stockholders, which could
limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us or our directors, officers,
employees or agents.
Our
bylaws provide that unless we consent in writing to the selection
of an alternative forum, the Court of Chancery of the State of
Delaware (or, if the Court of Chancery does not have jurisdiction,
the federal district court for the District of Delaware) shall be
the sole and exclusive forum for:
●
any
derivative action or proceeding brought on behalf of our
Company;
●
any
action asserting a claim for breach of a fiduciary duty owed by any
director, officer, employee, or agent of the Company to the Company
or the Company's stockholders;
●
any
action asserting a claim arising pursuant to any provision of the
Delaware General Corporation Law, the Certificate of Incorporation,
or these by-laws; or
●
any
action asserting a claim governed by the internal affairs
doctrine;
This
provision may have the effect of discouraging lawsuits against our
directors and officers.
USE OF PROCEEDS
The
Company will receive no proceeds from the resale of the shares of
common stock by the Selling Stockholders. Unless otherwise set
forth in a prospectus supplement, all of the shares of common stock
offered by the Selling Stockholders pursuant to this prospectus
will be sold by the Selling Stockholders. The Selling Stockholders
will receive all proceeds from such sales.
DETERMINATION OF OFFERING PRICE
The
Selling Stockholders will be offering shares at a fixed price of
$10 per share until our common stock becomes quoted or listed. The
offering price and other terms and conditions relative to our
shares have been arbitrarily determined by us and do not
necessarily bear any relationship to assets, earnings, book value
or any other objective criteria of value. There is no established
public market for the securities being registered. No investment
banker, appraiser or other independent, third party has been
consulted concerning the offering price for the shares or the
fairness of the price used for the shares. Accordingly, the
offering price should not be considered an indication of the actual
value of our securities.
In
determining the initial public offering price of the shares we
considered several factors including the following:
●
our management
team’s industry experience;
●
our business plan
and future prospects;
●
our capital
structure;
●
prevailing market
conditions, including the history and prospects for the industry in
which we compete; and
●
risks we face as a
business.
SELLING STOCKHOLDERS
The
Selling Stockholders may offer and sell, from time to time, any or
all of the shares of common stock covered by this
prospectus.
The following table sets forth the name of the
Selling Stockholders, the number of common shares beneficially
owned by the Selling Stockholders prior to and after completion of
the offering contemplated by this prospectus, and the aggregate
number of shares that may be offered by the Selling Stockholders
pursuant to this prospectus. The percentage of shares owned prior
to the offering is based on 979,00 shares of common stock
outstanding as of the date of this Prospectus.
Unless
otherwise indicated, the term “Selling Stockholders” as
used in this prospectus means the Selling Stockholders referred to
in this prospectus, and their donees, pledgees, transferees,
assigns and other successors-in-interest. Information concerning
the Selling Stockholders may change from time to time and, to the
extent required, we will supplement this prospectus accordingly. We
have prepared the following table and the related notes based on
information supplied to us by the Selling
Stockholders.
13
The
following table sets forth certain information provided by or on
behalf of the Selling Stockholders as of June 30, 2020
concerning the common stock that may be offered from time to time
by each Selling Stockholder with this prospectus. Unless otherwise
noted, each Selling Stockholder has voting and investment power
over the shares.
Name of Selling Stockholder(1)
|
Number of Shares
of Common Stock Beneficially Owned Prior to Offering
|
Number of Shares
of Common Stock That May Be Sold Pursuant to This
Prospectus
|
Number Shares of
Common Stock Owned After Offering (2)
|
Percent
|
Scott Leune
(3)
|
25,100
|
2,100
|
23,000
|
2.3%
|
Michael Portacci
(4)
|
10,400
|
2,400
|
8,000
|
0.8%
|
Richard Tinsley
(5)
|
15,000
|
2,000
|
13,000
|
1.3%
|
Daniel
Eddington
|
3,100
|
3,100
|
—
|
—
|
The Stephen Fairley
Trust (6)
|
2,000
|
2,000
|
—
|
—
|
Zhealth LLC Profit
Sharing Plan (7)
|
2,000
|
2,000
|
—
|
—
|
Grapefruit
Holdings, LLC (8)
|
1,600
|
1,600
|
—
|
—
|
Catherine
Epstein
|
800
|
800
|
—
|
—
|
Dr. Brian
Rosenberg
|
800
|
800
|
—
|
—
|
Kelly
Patton-Woodward
|
800
|
800
|
—
|
—
|
Kevin
Pugh
|
800
|
800
|
—
|
—
|
David B.
Dunn
|
800
|
800
|
—
|
—
|
Hartman Executive
And Leadership Services, Inc. (9)
|
800
|
800
|
—
|
—
|
Dustin
Muscato
|
800
|
800
|
—
|
—
|
Jarod J
Ferguson
|
800
|
800
|
—
|
—
|
Blue Horseshoe, LLC
(10)
|
500
|
500
|
—
|
—
|
Ruth
Broek
|
500
|
500
|
—
|
—
|
Bam Business
Development, LLC (11)
|
400
|
400
|
—
|
—
|
Cynthia W.
Brenke
|
400
|
400
|
—
|
—
|
David
Morris
|
400
|
400
|
—
|
—
|
Scott
Carson
|
400
|
400
|
—
|
—
|
Naomi
Davis
|
400
|
400
|
—
|
—
|
Philippe
Guerra
|
400
|
400
|
—
|
—
|
Diana
Epstein
|
400
|
400
|
—
|
—
|
Greg
Cooley
|
400
|
400
|
—
|
—
|
Alexander
Alamis
|
400
|
400
|
—
|
—
|
Elizabeth
Fox
|
400
|
400
|
—
|
—
|
William B.
Sineath
|
400
|
400
|
—
|
—
|
Nathan
Mccauley
|
400
|
400
|
—
|
—
|
Bernard
Guerra
|
400
|
400
|
—
|
—
|
Edward
Tinsley
|
400
|
400
|
—
|
—
|
Mark
Hower
|
400
|
400
|
—
|
—
|
Valerie
Bulova
|
400
|
400
|
—
|
—
|
James M. Adcox
III
|
400
|
400
|
—
|
—
|
Jennifer I.
Grimson
IRA Innovations,
LLC
FBO Kevin Sheaffer
2102834 IRA (12)
|
400
|
400
|
—
|
—
|
Joseph
Gellatly
|
400
|
400
|
—
|
—
|
Jacqueline
Catala
|
400
|
400
|
—
|
—
|
Jared J.
Bradley
|
400
|
400
|
—
|
—
|
Jonathan
Saphire
|
400
|
400
|
—
|
—
|
Joel
Fumer
|
400
|
400
|
—
|
—
|
Jay
Nelson
|
400
|
400
|
—
|
—
|
Donald S.
Delano
|
400
|
400
|
—
|
—
|
David
Tourje
|
400
|
400
|
—
|
—
|
Rachelle
Arberman
|
100
|
100
|
—
|
—
|
Joel
Appleberry
|
100
|
100
|
—
|
—
|
David
Crum
|
100
|
100
|
—
|
—
|
Paul R.
Silovsky
|
100
|
100
|
—
|
—
|
Joe
Jackson
|
100
|
100
|
—
|
—
|
(1)
In c/o Healthcare
Business Resources Inc. 718 Thompson Lane, Suite 108-273,
Nashville, Tennessee 37204.
(2)
Assumes that each
Selling Stockholder sells all shares of Common Stock registered
under this prospectus held by such Selling
Stockholder.
(3)
Scott Leune is an
advisor to the Company. He has voting and investment power over
these securities.
(4)
Michael Portacci is
an advisor to the Company. He has voting and investment power over
these securities.
(5)
Rich Tinsley is an
advisor to the Company. He has voting and investment power over
these securities.
(6)
Stephen Fairley, as
trustee, has voting and investment power over these
securities.
(7)
David Zielske, as
trustee, has voting and investment power over these
securities.
(8)
Clair Good has
voting and investment power over these securities.
(9)
Mark Hartman has
voting and investment power over these securities.
(10)
Marty Bonick has
voting and investment power over these securities.
(11)
Rich Tinsley is an
advisor to the Company. He has voting and investment power over
these securities.
(12)
Kevin Sheaffer has
voting and investment power over these securities.
14
PLAN OF DISTRIBUTION
The
Selling Stockholders will be offering shares in private transactions at a fixed price of
$10 per share until our common stock becomes quoted or
listed.
Upon
commencement of the trading or listing of our common stock,
each Selling Stockholder may, from
time to time, sell any or all of their securities covered hereby on
our principal trading market or any other stock exchange, market or
trading facility on which the securities are traded or in private
transactions. These sales may be at fixed or negotiated prices. A
Selling Stockholder may use any one or more of the following
methods when selling securities:
●
ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers;
●
block trades in
which the broker-dealer will attempt to sell the securities as
agent but may position and resell a portion of the block as
principal to facilitate the transaction;
●
purchases by a
broker-dealer as principal and resale by the broker-dealer for its
account;
●
an exchange
distribution in accordance with the rules of the applicable
exchange;
●
privately
negotiated transactions;
●
settlement of short
sales;
●
in transactions
through broker-dealers that agree with the Selling Stockholders to
sell a specified number of such securities at a stipulated price
per security;
●
through the writing
or settlement of options or other hedging transactions, whether
through an options exchange or otherwise;
●
a combination of
any such methods of sale; or
●
any other method
permitted pursuant to applicable law.
Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers
to participate in sales. Broker-dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a
supplement to this prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance
with FINRA Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with FINRA IM-2440.
In connection with the
sale of the securities or interests therein, the Selling
Stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn
engage in short sales of the securities in the course of hedging
the positions they assume. The Selling Stockholders may also sell
securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The Selling Stockholders
may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or
more derivative securities which require the delivery to such
broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The Selling Stockholders and
any broker-dealers or agents that are involved in selling the
securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In
such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the securities purchased by
them may be deemed to be underwriting commissions or discounts
under the Securities Act. The Company’s knowledge, no Selling
Stockholder has any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the
securities.
The Company will pay certain
fees and expenses incurred by the Company incident to the
registration of the securities. The Company will keep this
prospectus effective until the earlier of (i) the date on
which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or
manner-of-sale limitations by reason of Rule 144, without the
requirement for the Company to be in compliance with the current
public information under Rule 144 under the Securities Act or any
other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale
securities will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In
addition, in certain states, the resale securities covered hereby
may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied
with.
15
Under applicable rules
and regulations under the Exchange Act, any person engaged in the
distribution of the resale securities may not simultaneously engage
in market making activities with respect to the common stock for
the applicable restricted period, as defined in Regulation M, prior
to the commencement of the distribution. In addition, the Selling
Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of
the common stock by the Selling Stockholders or any other person.
We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy
of this prospectus to each purchaser at or prior to the time of the
sale (including by compliance with Rule 172 under the Securities
Act).
DESCRIPTION OF SECURITIES
The
following is a summary of the material rights and restrictions
associated with our common stock. This description is not complete.
The description of our capital stock
and certain provisions of our certificate of incorporation and
bylaws are summaries and are qualified by reference to our
certificate of incorporation and bylaws that are currently in
effect, which are included herein as Exhibit 3.1 and Exhibit
3.2.
General
As of
the date of this Prospectus, our authorized capital stock consists
of 200,000,000 shares of common stock, par value of $0.001 per
share, and we had 979,500 shares of common stock held by 54 holders
of record.
Common Stock
The
holders of our common stock are entitled to one vote per share on
all matters submitted to a vote of our stockholders. The holders of
outstanding shares of common stock are entitled to receive ratably
any dividends declared by our board of directors out of assets
legally available therefor. In the event that we liquidate,
dissolve or wind up, holders of our common stock are entitled to
share ratably in all assets remaining after payment of liabilities.
Holders of common stock have no preemptive or conversion rights or
other subscription rights. There are no redemption or sinking fund
provisions applicable to the common stock. As discussed in
“Risk Factors” above, certain provisions in our bylaws
may discourage, delay or prevent a merger, acquisition or other
change of control involving us that our stockholders may consider
favorable. All outstanding shares of common stock are fully paid
and non-assessable.
Except as otherwise required by Delaware law, all
stockholder action, other than the election of directors, is taken
by the vote of a majority of the voting power of the shares present
in person or represented by proxy at the meeting and entitled to
vote on the subject matter, at a meeting in which a quorum,
consisting of a majority of the outstanding shares of common stock
is present in person or by proxy. The election of directors by our
stockholders is determined by a plurality of the voting power of
the shares present in person or represented by proxy at the meeting
and entitled to vote, at a meeting held for such purposes at which
a quorum, consisting of a majority of the outstanding shares of
common stock, is present in person or by proxy. Our
certificate of incorporation does not
provide for cumulative voting in connection with the election of
directors, and accordingly, holders of more than 50% of the shares
voting will be able to elect all of the directors elected each
year.
We
have never declared or paid any cash dividends on our capital
stock. We currently intend to retain all available funds and any
future earnings to support our operations and finance the growth
and development of our business. We do not intend to pay cash
dividends on our common stock for the foreseeable future. Any
future determination related to our dividend policy will be made at
the discretion of our board of directors and will depend upon,
among other factors, our results of operations, financial
condition, capital requirements, contractual restrictions, business
prospects and other factors our board of directors may deem
relevant.
Options
Our
2020 Equity Incentive Plan which provides us with the ability to
issue options on up to 200,000 common shares. As of the date of
this Prospectus, there were no stock options issued.
16
Warrants
As of
the date of this Prospectus, there were no warrants issued or
outstanding.
Anti-Takeover Provisions
Certain
of our charter and statutory provisions could make the removal of
our management and directors more difficult and may discourage
transactions that otherwise could involve payment of a premium over
prevailing market prices for our common stock. Furthermore, the
existence of the foregoing provisions, as well as the significant
common stock beneficially owned by our executive officers, and
certain members of our board of directors, could lower the price
that investors might be willing to pay in the future for shares of
our common stock. They could also deter potential acquirers of our
Company, thereby reducing the likelihood that you could receive a
premium for your common stock in an acquisition.
Charter and Bylaw Provisions
Our
certificate of incorporation and bylaws contain the following
provisions that may have the effect of discouraging unsolicited
acquisition proposals:
●
do
not allow for cumulative voting in the election of directors, which
would otherwise allow less than a majority of stockholders to elect
director candidates;
●
empower
our board of directors to fill any vacancy on our board of
directors, whether such vacancy occurs as a result of an increase
in the number of directors or otherwise;
●
provide
that our board of directors is expressly authorized to adopt, amend
or repeal our bylaws; and
●
provide
that our directors will be elected by a plurality of the votes cast
in the election of directors.
These
provisions could lower the price that future investors might be
willing to pay for shares of our common stock.
Delaware Law
Section 203 of the Delaware General Corporation Law
(DGCL) is applicable to
takeovers of certain Delaware corporations, including us. Subject
to exceptions enumerated in Section 203, Section 203 provides that
a corporation shall not engage in any business combination with any
“interested stockholder” for a three-year period
following the date that the stockholder becomes an interested
stockholder unless:
●
prior
to that date, the board of directors of the corporation approved
either the business combination or the transaction that resulted in
the stockholder becoming an interested stockholder;
●
upon
consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, though some
shares may be excluded from the calculation; or
●
on
or subsequent to that date, the business combination is approved by
the board of directors of the corporation and by the affirmative
votes of holders of at least two-thirds of the outstanding voting
stock that is not owned by the interested stockholder.
Except
as specified in Section 203, an interested stockholder is generally
defined to include any person who, together with any affiliates or
associates of that person, beneficially owns, directly or
indirectly, 15% or more of the outstanding voting stock of the
corporation, or is an affiliate or associate of the corporation and
was the owner of 15% or more of the outstanding voting stock of the
corporation, any time within three years immediately prior to the
relevant date. Under certain circumstances, Section 203 makes it
more difficult for an interested stockholder to effect various
business combinations with a corporation for a three-year period,
although the stockholders may elect not to be governed by this
section, by adopting an amendment to the certificate of
incorporation or bylaws, effective 12 months after adoption. Our
certificate of incorporation and bylaws do not opt out from the
restrictions imposed under Section 203. We anticipate that the
provisions of Section 203 may encourage companies interested in
acquiring us to negotiate in advance with the board because the
stockholder approval requirement would be avoided if a majority of
the directors then in office excluding an interested stockholder
approve either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder.
These provisions may have the effect of deterring hostile takeovers
or delaying changes in control, which could depress the market
price of our common stock and deprive stockholders of opportunities
to realize a premium on shares of common stock held by
them.
17
Contractual Provisions
Our
employee stock option agreements may include change-in-control
provisions that allow us to grant options or stock purchase rights
that may become vested immediately upon a change in control. The
terms of change of control provisions contained in certain of our
senior executive employee agreements may also discourage a change
in control of our Company.
Our
board of directors also has the power to adopt a stockholder rights
plan that could delay or prevent a change in control of our Company
even if the change in control is generally beneficial to our
stockholders. These plans, sometimes called “poison
pills,” are oftentimes criticized by institutional investors
or their advisors and could affect our rating by such investors or
advisors. If our board of directors adopts such a plan, it might
have the effect of reducing the price that new investors are
willing to pay for shares of our common stock.
Exclusive Forum Provision
Our
bylaws provide that unless we consent in writing to the selection
of an alternative forum, the Court of Chancery of the State of
Delaware (or, if the Court of Chancery does not have jurisdiction,
the federal district court for the District of Delaware) shall be
the sole and exclusive forum for:
(b) any
action asserting a claim for breach of a fiduciary duty owed by any
director, officer, employee, or agent of the Company to the Company
or the Company's stockholders;
(c) any
action asserting a claim arising pursuant to any provision of the
Delaware General Corporation Law, the Certificate of Incorporation,
or these by-laws; or
(d) any
action asserting a claim governed by the internal affairs
doctrine;
in
each case, subject to said court having personal jurisdiction over
the indispensable parties named as defendants therein. If any
action the subject matter of which is within the scope of this
Section is filed in a court other than a court located within the
State of Delaware (a “Foreign Action”) in the name of
any stockholder, such stockholder shall be deemed to have consented
to: (i) the personal jurisdiction of the state and federal courts
located within the State of Delaware in connection with any action
brought in any such court to enforce this Section (an
“Enforcement Action”); and (ii) having service of
process made upon such stockholder in any such Enforcement Action
by service upon such stockholder’s counsel in the Foreign
Action as agent for such stockholder. Any person or entity
purchasing or otherwise acquiring any interest in shares of capital
stock of the Corporation shall be deemed to have notice of and
consented to the provisions of this Section.
The
enforceability of similar choice of forum provisions in other
companies’ bylaws and certificates of incorporation has been
challenged in legal proceedings, and it is possible that, in
connection with any action, a court could find the choice of forum
provisions contained in our bylaws to be inapplicable or
unenforceable in such action.
These
provisions would not apply to suits brought to enforce a duty or
liability created by the Exchange Act, Securities Act or any other
claim for which the federal courts have exclusive or concurrent
jurisdiction. Any person or entity purchasing or otherwise
acquiring any interest in our securities shall be deemed to have
notice of and consented to these provisions. Our exclusive forum
provision will not relieve us of our duties to comply with the
federal securities laws and the rules and regulations thereunder,
and our shareholders will not be deemed to have waived our
compliance with these laws, rules and
regulations.
Together,
these charter, statutory and contractual provisions could make the
removal of our management and directors more difficult and may
discourage transactions that otherwise could involve payment of a
premium over prevailing market prices for our common stock.
Furthermore, the existence of the foregoing provisions, as well as
the significant common stock beneficially owned by our founder,
executive officer, members of our board of directors, and others
could limit the price that investors might be willing to pay in the
future for shares of our common stock. They could also deter
potential acquirers of our Company, thereby reducing the likelihood
that you could receive a premium for your common stock in an
acquisition.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS
MATTERS
Market Information
There
is no established public trading market for our securities and a
regular trading market may not develop, or if developed, may not be
sustained. A shareholder in all likelihood, therefore, will not be
able to resell his/her securities should he or she desire to do so
when eligible for public resales. Furthermore, it is unlikely that
a lending institution will accept our securities as pledged
collateral for loans unless a regular trading market
develops.
No public market currently exists for shares of
our common stock. Subsequent to the effective date of the
registration statement of which this prospectus is a part,
we intend to have our shares quoted on
the OTCQB operated by OTC Markets Group, Inc., although we
have made no arrangements to have our shares quoted on the OTCQB as
of the date of this prospectus. We cannot assure you that our
shares will ever be quoted on the OTCQB, or if our shares are
quoted on the OTCQB, that an active trading market will
develop.
Stock transfer agent
We have
not engaged the services of a transfer agent at this time. We plan
to retain the services of an independent stock transfer agent upon
closing of this offering.
Recent sales of unregistered securities
Set
forth below is information regarding all securities issued by our
Company since inception on September 9, 2019.
November 2019 Private Placement
In
connection with the organization of our Company, on November 8,
2019 we issued 950,000 shares of our common stock to our founder
and certain of our advisors for total consideration of $950, or
$0.001 per share, for services rendered by these persons to our
Company.
January 2020 Private Placement
In
January 2020, we issued 29,500 shares of our common stock to
accredited investors for total consideration of $191,750, or $6.50
per share.
18
In
connection with the above transactions, no general solicitation
occurred, no commission or other remuneration was paid, no
underwriter participated, and no registration rights were provided.
We relied upon on the exemption from registration provided in
Section 4(a)(2) and Regulation D of the Securities Act. Other than
the securities mentioned above, we have not issued or sold any
securities.
Shares Available For Future Sales
Future sales of our common stock in the public
market, or the availability of such shares for sale in the public
market, could adversely affect market prices prevailing from time
to time. As of the date of this Prospectus, 979,500 shares of our common stock are be
outstanding. As of the date of this prospectus, 33,500 of our
outstanding shares will be freely tradable.
Shares of common stock held by our affiliates or otherwise not sold
pursuant to this prospectus, as that term is defined in Rule 144
under the Securities Act, may only be sold in compliance with the
limitations described below.
Rule 144
In
general, under Rule 144 as currently in effect, once we have been
subject to the public company reporting requirements of Section 13
or Section 15(d) of the Exchange Act for at least 90 days, a person
who is not deemed to have been one of our affiliates for purposes
of the Securities Act at any time during the 90 days preceding a
sale and who has beneficially owned the shares proposed to be sold
for at least six months, including the holding period of any prior
owner other than our affiliates, is entitled to sell those shares
without complying with the manner of sale, volume limitation or
notice provisions of Rule 144, subject to compliance with the
public information requirements of Rule 144. If such a person has
beneficially owned the shares proposed to be sold for at least one
year, including the holding period of any prior owner other than
our affiliates, then that person would be entitled to sell those
shares without complying with any of the requirements of Rule
144.
In
general, under Rule 144 as currently in effect, our affiliates or
persons selling shares on behalf of our affiliates are entitled to
sell, within any three-month period, a number of shares that does
not exceed the greater of: (i) 1% of the number of shares of our
common stock then outstanding; or (ii) the average weekly trading
volume of our common stock during the four calendar weeks preceding
the filing of a notice on Form 144 with respect to that sale. Sales
under Rule 144 by our affiliates or persons selling shares on
behalf of our affiliates are also subject to certain manner of sale
provisions and notice requirements and to the availability of
current public information about us.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of the
date of this Prospectus, the names, addresses, amount and nature of
beneficial ownership and percent of such ownership of (i) each
person or group known to our Company to be the beneficial owner of
more than five percent (5%) of our common stock; and (ii) each of
our officers and directors, and officers and directors as a
group:
|
Shares Beneficially Owned
|
|
Name and Address of Beneficial Owner (1)(2)
|
Number
|
Percent (3)
|
5% Stockholders
|
|
|
Meraki Partners LLC
(4)
|
100,000
|
10.2%
|
|
|
|
Directors and Executive
Officers (5)
|
|
|
Stephen Epstein,
Chief Executive Officer, President, Chief Financial Officer,
Secretary and Director
|
675,000
|
69.0%
|
Kenneth
Hawkins, Director
|
100,100
|
10.2%
|
Howard T. Wall,
III, Director
|
26,000
|
2.6%
|
All
executive officers and directors as a group
(3persons)
|
801,100
|
81.8%
|
———————
(1)
As of the date
hereof, such holders had the sole voting and investment power with
respect to the voting securities beneficially owned by them, unless
otherwise indicated herein. Includes the person's right to obtain
additional shares of common stock within 60 days of the date of
this Prospectus.
(2)
In care of the
Company at 718 Thompson Lane, Suite 108-273, Nashville, Tennessee
37204.
(3)
Based on 979,500
shares of common stock outstanding as of the date of this
Prospectus.
(4)
Joel Arberman is
the Managing Member of Meraki Partners, LLC and has sole voting and
investment power over these securities
(5)
If a person listed
on this table has the right to obtain additional shares of common
stock within 60 days from the Record Date, the additional shares
are deemed to be outstanding for the purpose of computing the
percentage of class owned by such person, but are not deemed to be
outstanding for the purpose of computing the percentage of any
other person.
We are
not aware of any arrangements that could result in a change of
control.
19
Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who own more than ten percent
of our common stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of
ownership of our common stock upon the Company becoming a fully
reporting company under the Exchange Act by the Company filing a
Form 8-A. The Company intends to file a Form 8-A
immediately upon effectiveness of this registration statement thus
registering a class of securities under Section 12 of the Exchange
Act. Until such time, the officers and directors and
persons who own more than ten percent will not have to file such
reports. Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish us
with copies of all Section 16(a) forms they file.
We
intend to ensure to the best of our ability that all Section 16(a)
filing requirements applicable to our officers, directors and
greater than ten percent beneficial owners are compiled within a
timely fashion.
Equity Compensation Plan Information
Plan
category
|
Number of
securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted-average
exercise price of outstanding options, warrants and
rights
|
Number of
securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|
(a)
|
(b)
|
(c)
|
Equity compensation
plans approved by security holders
|
200,000(1)
|
-
|
200,000
|
Equity compensation
plans not approved by security holders
|
-
|
-
|
-
|
Total
|
200,000
|
-
|
200,000
|
(1)
Reflects
our 2020 Equity Incentive Plan for the benefit of our directors,
officers, employees and consultants. We have reserved 200,000
shares of common stock for such persons pursuant to that
plan.
DESCRIPTION OF OUR BUSINESS
Corporate Information
Healthcare Business
Resources Inc. was incorporated in Delaware on September 9, 2019.
We conduct all our operations through our wholly owned subsidiary,
HBR Business Development, LLC which was incorporated in Delaware on
January 21, 2020. Our business address 718 Thompson Lane, Suite
108-273, Nashville, Tennessee 37204 and our telephone number is
615-856-5542. In this prospectus,
unless context requires otherwise, references to
“we,” “our,” “us” and
“our Company” refer to Healthcare Business Resources
Inc., a Delaware corporation, and all subsidiaries.
Principal Services
We are
in our development stage. We plan to generate revenue by providing
consulting services. These services include:
●
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.
Our
management, board of advisors and board of directors have extensive
experience in market expansion strategies, financial analysis,
acquisition integration, management consulting and training,
healthcare law, corporate law, capital markets, mergers and
acquisitions. We believe the combined experience, knowledge,
credibility and connections of our people are unique and
potentially valuable to prospective clients. As a result, even
though we are a new business with no revenues to date, we believe
we will successfully execute our business plan. See
“Description of Business - Our Competitive Strengths”
in this prospectus.
20
Management consulting services
Our management
consulting services are designed to help clients increase revenue,
improve overall efficiency of their operations, grow strategically
and increase profitability. We
provide clients with advice and assistance tailored to address each
client’s challenges and opportunities, with a focus on
healthcare organizations that are facing significant operational
and financial changes. We believe that distressed
companies respond
to challenges by restructuring their business and capital
structure, while healthy companies strive to capitalize on
opportunities by improving operations, reducing costs and
maximizing revenue. Many organizations have limited resources
dedicated to respond effectively to challenges and opportunities.
As a result, we believe many organizations seek to supplement their
internal resources with experienced independent consultants like
us.
As part
of our management consulting services, we will perform an initial
review of a prospective clients relevant financial, tax and
business documentation at no cost to determine areas for potential
corporate improvement and growth opportunities.
We plan
to charge clients a fee for our management consulting services
based on time (e.g. hourly or monthly) or based on a percentage of
cost savings or incremental revenue (e.g. revenue or cost savings).
As of the date of this Prospectus, we have acquired one customer
who has contracted with us to market its services in exchange for a
performance-based fee equal to 50% of any fee collected by this
customer from business referred by our Company to this customer. We
cannot estimate the value of the fee or fees we may obtain from
this engagement, if any. As of the date of this Prospectus, have
not generated any management consulting services revenue and we are
unable to determine how long, if ever, it will take to generate any
management consulting services revenue. We cannot assure you that
we will ever generate enough management consulting revenue to
sustain our operations.
Financial incentive program services
Our
financial incentive program services are designed to identify
grants, tax credits and other government incentives for companies
across a variety of industries including healthcare. We will assist
with advising on and documenting business processes related to such
credits and rebates and work with certified public accounting firms
and business owners to compile reports and documentation required
to apply for various financial incentive programs.
As part
of our financial incentive program services, we will perform an
initial review of a prospective client’s relevant financial,
tax and business documentation at no cost to determine the
potential economic benefits from various federal and state
incentive programs.
We plan
to charge clients a fee primarily based on the economic benefit we
facilitate from any incentive programs, when permitted by any
applicable rules and guidelines. Where contingency fees are not
permissible, fixed fee contracts may be used. As part of our
incentive program services, we may be at risk for certain
third-party accounting, legal and consulting fees until such time
as we are reimbursed by our client, if ever.
As of
the date of this Prospectus, we have acquired one customer who has
contracted with us to assess, evaluate and implement our financial
incentive program services. Specifically, we contracted with a
software company that delivers structured reporting and coding
solutions to healthcare facilities ranging from small practices to
large hospital systems. The client is owned by a non-affiliate
Selling Stockholder. We contracted to provide financial incentive
services, including assistance to identify potential grants,
incentives, refunds, tax credits and future savings/and or programs
that might be available as well as to make recommendations to
optimize growth and profitability. Under the terms of the
agreement, we and our third-party consultants, will pursue any
economic benefits identified on behalf of our client but performing
additional services, including but not limited to further review of
financial and tax information, tax planning, program application,
accounting work and preparation and filing of tax returns and/or
amendments and work with the client to optimize process improvement
and documentation. Under the terms of our agreement, our fees are
5% of the economic benefit obtained as a result of our services,
are earned upon performing of the services but we have agreed to
accept payment for services rendered to within 10 days of our
client receiving any financial incentives from the United States
Treasury or other Government organization. While we estimate the
value of our fee for this engagement to be approximately $7,500,
there is no assurance we will be successful at providing the
Services or that the client will receive the estimated economic
benefit.
21
Currently,
have multiple consulting opportunities in various stages of active
review by potential customers; however, we cannot assure you that
any of these potential customers will engage our Company for
services. Further, we cannot assure you that we will ever generate
enough financial incentive program revenue to sustain our
Company’s operations.
Strategy
The key
elements of our business model and growth strategy are as
follows:
1.
Attract highly qualified advisors and
consultants. We believe performance-based compensation,
including stock option plan participation, will enable us to
attract top talent. In the near term, we plan to primarily engage
independent advisors and consultants to minimize our fixed
operating expenses. To date, we have entered into advisory board
agreements with advisors who have healthcare industry experience in
market expansion strategies, financial analysis, acquisition
integration, management consulting and training, healthcare law,
corporate law, capital markets, mergers and
acquisitions.
2.
Grow our network of potential
clients. We plan to grow our network of healthcare and other
organizations that could benefit from our services. To be
successful, we must establish and strengthen the awareness of our
brand. We believe that maintaining and enhancing our brand
recognition is an important aspect of our efforts to generate
revenue. In the near term, we plan to promote awareness of our
services through public relations efforts, social media outreach,
Internet marketing and business development partnerships. Our
goal is to attract healthcare and other organizations who are
primarily interested in growing their business through sales,
marketing and business development.
3.
Pursue strategic acquisitions.
We intend to evaluate select acquisitions of complementary
businesses as another means to broaden the scope of our
capabilities and our client base. For example, we are interested in
acquiring companies that provide consulting, training, education,
marketing, audits, cost recovery, group purchasing, compliance,
certification, security, information technology and other
non-clinical healthcare business services. We believe strategic
acquisitions can enable us to scale our revenue with less business
risk. While we have not pursued any potential acquisition targets
to date or have any agreements to acquire any business at this
time, any future acquisition may result in unforeseen operating
difficulties and expenditures particularly if the key personnel of
the acquired company choose not to work for us and we may have
difficulty retaining the customers of any acquired business due to
changes in management and ownership. Acquisitions may also disrupt
our ongoing business, divert our resources and require significant
management attention that would otherwise be available for ongoing
development of our business.
Sales and Marketing
We
presently identify prospective management consulting and financial
incentive program opportunities through personal and professional
relationships of our CEO Stephen Epstein. In the future, we plan to
pay for online advertisements and may enter into third-party
marketing agreements to expand our reach.
We also
plan to position ourselves as an opinion leader in the field
through the creation of media and content; podcasts, articles,
essays and other such materials to build good PR for the business
and attract interest for our various consulting and advisory
services. This includes possibly exhibiting and speaking at
conferences and advertising in trade journals, associations, etc.
We also plan to generate referral and word-of-mouth programs to
drive interest for services.
Our
marketing budget is subject to several factors, including our
results of operations and cash flow. If our results of operations
exceed our expectations over the next twelve months, we expect to
increase significantly our marketing budget, which we expect will
enable us to increase revenues. At present, there is no direct
correlation between revenues and marketing expenses.
22
Competition
We
operate in a highly competitive industry. The market for our
services is competitive and rapidly changing, and the barriers to
entry are relatively low. We experience competition from large
established businesses possessing large, existing customer bases,
substantial financial resources and established distribution
channels. We expect competition to persist and intensify in the
future. Competition could result in reduced sales, reduced margins
or the failure of our services to achieve or maintain more
widespread market acceptance, any of which could harm our business
and our operating results could be harmed. Our principal
competitors include any entity or individual providing consulting
services, but not limited to business consultants, growth
consultants, sales consultants, marketing consultants, distribution
consultants and financial consultants.
Our
current and potential competitors have significantly more
financial, technical, marketing and other resources than we do and
may be able to devote greater resources to the development,
promotion, sale and support of their offerings. Our current and
potential competitors have more extensive customer bases and
broader customer relationships than we have. If we are unable to
compete with such companies, the demand for our offering could
substantially decline.
Our Competitive Strengths
We
believe our competitive strength comes from our people, our
approach to business and our business model.
1.
Our people: Our management,
board of advisors and board of directors have extensive experience
and relationships in market expansion strategies, financial
analysis, acquisition integration, management consulting and
training, healthcare law, corporate law, capital markets, mergers
and acquisitions. We believe the combined experience, knowledge,
credibility and connections of our people are unique and
potentially valuable to prospective clients.
2.
Our business approach: We
believe that the best business relationships provide tangible
benefits to each party. A central tenet of our business approach is
to ensure that we can provide significant value to a prospective
client before entering into any services agreement. To understand
the scope of a potential engagement and ensure we can satisfy the
prospective clients’ primary objectives of any engagement, we
are willing and able to spend time with their management team, on a
completely complimentary basis, to discuss challenges and
opportunities and perform an initial review of their relevant
financial, tax and business circumstances. We believe the business
approach of investing time and effort upfront and before any
service engagement, helps establish trust and credibility, while
enabling us and the prospective client to better determine if and
how we can add value before entering into any
agreement.
3.
Our business model: Aside from
the traditional management consulting services model where
compensation is based on an hourly or monthly fee, our business
model supports the engagement with clients on a performance basis.
We believe that offering select clients the option to compensate us
based entirely on the tangible value we provide is uncommon in our
field and may enable us to attract and retain clients in
competitive scenarios.
Intellectual Property
We do
not own any patents, trademarks, licenses, franchises or
concessions aside from the HealthcareBusinessResources.com domain
name. To protect our proprietary rights, we will generally rely on
copyright, trademark and trade secret laws, confidentiality
agreements with employees and third parties.
Third
parties may copy or obtain and use our proprietary ideas, know-how
and other proprietary information without authorization or
independently develop similar or superior intellectual property.
Our competitors may obtain proprietary rights that would prevent,
or limit or interfere with our ability to sell our services. If we
are found to infringe on the proprietary rights of others and may
be required to incur substantial costs to defend any litigation,
cease offering our services, obtain a license from the holder of
the infringed intellectual property right or redesign our
services.
23
Legal
standards relating to the validity, enforceability and scope of
protection of certain proprietary rights are still evolving. We
cannot be sure of the future viability or value of any of our
proprietary rights or of similar rights of other companies within
this market. We cannot be certain that the steps taken by us will
prevent misappropriation or infringement of our proprietary
information.
Any
litigation might result in substantial costs and diversion of
resources and management attention and could have a material
adverse effect on our business, results of operations and financial
condition.
Technology
We
currently use off the shelf technology to operate our
business.
Regulation of our Business
We are
not currently subject to direct regulation by any governmental
agency other than laws and regulations generally applicable to
businesses. We are subject to common business, tax and regulations
pertaining to the operation of our business. We believe that
compliance of governmental regulations will be additional
responsibilities of our management.
Employees
We have
one full-time employee and one part-time subcontracted accountant
in the United States. From time to time, we expect to employ
additional independent contractors as well as legal, accounting and
other specialized professionals to support our sales, marketing,
business development and administrative needs. We believe our
relations with our employees are generally good and we have no
collective bargaining agreements with any labor
unions.
Our
success will depend on our ability to hire and retain additional
qualified marketing, sales, technical and other personnel.
Qualified personnel are in high demand. We face considerable
competition from other management consulting service firms for
these personnel, many of which have significantly greater resources
than we have.
Properties
Our
corporate headquarters is in Nashville, Tennessee. Substantially
all our operating activities are conducted from 400 square feet of
office space provided by our CEO at no charge. We believe that
additional space may be required as our business expands and
believe that we can obtain suitable space as needed.
Material agreements
Advisory Board Agreement with Kenneth Hawkins
Mr.
Hawkins is a seasoned mergers and acquisitions executive with more
than 40 years of experience in driving market expansion strategies,
closing transactions, public company reporting, financial analysis
and transaction integration. Mr. Hawkins previously served as
Senior Vice President of Acquisitions and Development at Community
Health Systems (NYSE: CYH) where he completed more than 200
hospital, physician and services transactions to help grow revenues
from $700 million to over $19 billion.
We
entered into an advisory board agreement with Kenneth Hawkins on
October 28, 2019. Mr. Hawkins was engaged as an independent
contractor to act as an advisor to the board and management. The
agreement expires on November 8, 2021. Upon founding of our
company, Mr. Hawkins was issued 50,000 shares of common stock at
the par value of $0.001.
We
entered into a second agreement with Kenneth Hawkins on November 8,
2019 where he was issued an additional 50,000 shares of common
stock at the par value of $0.001. Of these additional shares,
25,000 vested when Mr. Hawkins joined our board of directors on May
15, 2020 and 25,000 shares vest on May 15, 2021.
24
Advisory Board Agreement with Howard T. Wall, III
Mr.
Wall is a healthcare attorney and business executive with over 37
years of healthcare law and business experience. He previously
served as Executive Vice President and Chief Administrative
Officer, General Counsel and Secretary of Regional Care Hospital
Partners since 2011. Prior to that, he served as Senior Vice
President, General Counsel and Secretary for Capella Healthcare,
Senior Vice President, General Counsel and Secretary for Province
Healthcare and an attorney in private practice with Waller Lansden
Dortch & Davis.
We
entered into an advisory board agreement with Howard T. Wall, III
on November 8, 2019. Mr. Wall was engaged as an independent
contractor to act as an advisor to the board and management. The
agreement expires November 8, 2022. At inception, Mr. Wall was
issued 25,000 shares of common stock at par value of $0.001. Mr.
Wall joined our board of directors on May 15, 2020.
Advisory Board Agreement with Scott Leune
Mr.
Leune is the co-founder and CEO of Dental Whale, a management
consulting, training and support service firm in dentistry. Mr.
Leune founded, merged or acquired eleven companies under the Dental
Whale brand. He has experience integrating dental industry related
consulting, training and service companies.
We
entered into an advisory board agreement with Scott Leune on
November 8, 2019. Mr. Leune was engaged as an independent
contractor to act as an advisor to the board and management. The
agreement expires November 8, 2022. At inception, Mr. Leune was
issued 25,000 shares of common stock at par value of
$0.001.
Advisory Board Agreement with Richard Tinsley
Mr.
Tinsley is the President and CEO of Stoneridge Partners, a
middle-market home healthcare mergers and acquisitions advisory
firm. Mr. Tinsley has a practical background in both law and tax,
having worked as a tax consultant at Ernst & Young and as a
practicing attorney.
We
entered into an advisory board agreement with Richard Tinsley, Esq.
& CPA on November 8, 2019. Mr. Tinsley was engaged as an
independent contractor to act as an advisor to the board and
management. The agreement expires November 8, 2022. At inception,
Mr. Tinsley was issued 15,000 shares of common stock at par value
of $0.001.
Advisory Board Agreement with Michael Portacci
Mr.
Portacci’s background includes mergers and acquisitions,
integration and experience in working with executive teams and
physician constituents. He completed his 30 year career with
Community Health Systems, Inc. (NYSE: CYH) as Division President,
where he oversaw 30+ hospitals in seven states with revenues of
approximately $4 billion and EBITDA in excess of $600
million.
We
entered into an advisory board agreement with Michael Portacci on
November 8, 2019. Mr. Portacci was engaged as an independent
contractor to act as an advisor to the board and management. The
agreement expires November 8, 2022. At inception, Mr. Portacci was
issued 10,000 shares of common stock at par value of
$0.001.
No Non-Compete Agreements with Advisory Board Members. None
of our advisors have a non-competition agreement with our Company.
However, none of our advisors are currently separately engaged, nor
do they anticipate being separately engaged, by any potential
client of our Company. Advisors who also serve as members of our
board of directors owe certain fiduciary obligations to our
Company, including a duty of loyalty, pursuant to applicable
provisions of Delaware
General Corporation Law (DGCL). Generally, this means that Board
members must refrain from personal or professional dealings that
put their own self-interest or that of another person or business
above the interest of our Company.
25
Consulting Agreement with Meraki Partners, LLC
We
entered into an agreement with Meraki Partners, LLC, a Florida
limited liability company, to provide us with business consulting
services until September 9, 2020, including to consult and advise
about: (a) our corporate structure and strategic advice in
connection with going public; (b) engaging appropriate SEC
counsel, auditors, transfer agents and other professionals for the
purpose of going public as a registered fully reporting public
company; (c) assistance in the compilation of information necessary
for preparation of this registration statement; (d) advice on
responses to registration statement comments by the Securities and
Exchange Commission and comments by FINRA regarding quotation of
our securities and (e) compilation of the information necessary to
achieve a Standard Manual exemption for secondary trading. At
inception, we paid Meraki Partners, LLC 100,000 shares of our
common stock at par value of $0.001 per share for the services
described above.
Legal proceedings
We may
from time to time be involved in routine legal matters incidental
to our business; however, we are currently not involved in any
litigation, nor are we aware of any threatened or impending
litigation.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
The
following discussion and analysis should be read in conjunction
with the financial statements as included with this Form S-1. The
results shown herein are not necessarily indicative of the results
to be expected for any future periods.
This
discussion contains forward-looking statements, based on current
expectations with respect to future events and financial
performance and operating results, which statements are subject to
risks and uncertainties, including but not limited to those
discussed below and elsewhere in this Prospectus that could cause
actual results to differ from the results contemplated by these
forward looking statements. We urge you to carefully consider the
information set forth in this Prospectus under the heading
“Cautionary Statement Regarding Forward Looking
Statements” and “Risk Factors”.
Background overview
We are
in our development stage. We plan to generate revenue by providing
consulting services. These services include:
●
management
consulting related to sales, marketing, business development and
advisory board functions to healthcare and other 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 of
the date of this prospectus, we have not generated any revenue and
we are unable to determine how long, if ever, it would take to
attract paying clients. There can be no assurance we will ever
generate enough revenue to sustain our operations.
Results of Operations
For
fiscal year ending February 28, 2020:
Revenues
We
generated no revenue from inception to our fiscal year ending
February 28, 2020.
Operating Expenses
Our
operating expenses of $19,857 from inception to our fiscal year
ending February 28, 2020 consisted primarily of incorporation
services, accounting services and consulting services. We expect
our operating expenses to increase in 2020 and 2021 as a result of
increased operating activity to implement our business plan and the
added expenses associated with the filing of a public offering and
thereafter reporting with the Securities and Exchange
Commission.
26
Net Loss
We
recorded a net loss of $19,857 for our fiscal year ending February
28, 2020.
Liquidity and Capital Resources
As of
February 28, 2020, we had total current assets of $172,843
consisting primarily of cash and we had total current liabilities
of $0.
From
inception through February 28, 2020, the Company used $19,857 of
cash in operating activities. Our primary source of cash outflows
include payroll, accounting services, audit services, legal
services, regulatory expense and consulting services. Cash outflows
typically occur in close proximity of expense
recognition.
From
inception through February 28, 2020, the Company raised $191,750 in
cash from financing activities. Our primary source of cash inflows
totaling $191,750 is capital raised from investors. We believe that
our existing cash on hand and additional cash generated from
operations will provide us with sufficient liquidity to meet our
operating needs for the next 12 months.
At
February 28, 2020, we had no non-cancellable lease obligations and
we had we had no other off-balance sheet arrangements, commitments
or guarantees that require additional disclosure or
measurement.
Covid-19
Risks, Impacts and Uncertainties
On January 30,
2020, the World Health Organization (“WHO”) announced a
global health emergency because of a new strain of coronavirus
originating in Wuhan, China (the “COVID-19 Outbreak”)
and the risks to the international community as the virus spreads
globally beyond its point of origin. In March 2020, the WHO
classified the COVID-19 Outbreak as a pandemic, based on the rapid
increase in exposure globally.
The full impact of
the COVID-19 Outbreak continues to evolve as of this date. As such,
we cannot estimate the full magnitude that the pandemic will have
on our business. If the COVID-19 Outbreak continues, it may have a
material adverse effect on the Company’s financial condition,
liquidity, and future results of operations for the Company’s
fiscal year ending February 28, 2021 and beyond. Management is
actively monitoring the impact of the global pandemic on its
financial condition, liquidity, operations, industry, and
workforce.
Given the daily
evolution of the COVID-19 Outbreak and the global responses to curb
its spread, the we are not able to estimate the effects of the
COVID-19 Outbreak on its results of operations, financial
condition, or liquidity for the Company’s fiscal year ending
February 28, 2021.
Critical Accounting Policies
Our
critical accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Notes to the
Financial Statements. We have consistently applied these
policies in all material respects. We do not believe that our
operations to date have involved uncertainty of accounting
treatment, subjective judgment, or estimates, to any significant
degree.
Off-Balance Sheet Arrangements
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.
27
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
The
name, age and position of our officers and directors is set forth
below:
Name
|
|
Age
|
|
Title
|
Held Position Since
|
Stephen
Epstein
|
|
39
|
|
Chief
Executive Officer, President, Chief Financial Officer, Principal
Accounting Officer, Director, Promoter
|
September
2019
|
Kenneth
Hawkins
|
|
70
|
|
Director,
Promoter
|
May
2020
|
Howard
T. Wall, III
|
|
61
|
|
Director
|
May
2020
|
Joel
Arberman
|
|
47
|
|
Promoter
|
September
2019
|
The
following information sets forth the backgrounds and business
experience of the directors and executive officers.
Stephen Epstein has been Director, Chief Executive Officer,
President, Chief Financial Officer and Principal Accounting Officer
since September 2019. Mr. Epstein is also a Director of CalSouth
Corp, a real estate development company, since March 2016, Manager
for the Realiste Fund, LP, a private equity fund, since February
2019 and Managing Member of DollarCamp C&B, LLC, a publishing
and training company since 2009. Mr. Epstein has a B.A. in
International Relations from The University of Southern California
and is a Certified Commercial Investment Member (CCIM). Mr.
Epsteins qualifications to serve on our board of directors include
his knowledge of our company and his leadership at our
company.
Kenneth Hawkins, CPA has been an advisor to our company
since September 2019 and Chair of the board of directors since May
2020. Mr. Hawkins is also the Principal of KDH Consulting since
January 2017, Senior Advisor at Farlie Turner & Co. since
December 2017 and a Senior Consultant at Community Health Systems
since January 2017 where he was previously the Senior Vice
President of Acquisitions and Development from January 1997 to
December 2016. Mr. Hawkins has a business administration degree in
Accounting from James Madison University and a Masters degree in
Tax from the Virginia Commonwealth University – School of
Business. Mr. Hawkins qualifications to serve on our board of
directors include his knowledge of our company, the healthcare
services industry and his leadership at our company.
Howard T. Wall, III has been an advisor to our company since
September 2019 and a member of our board of directors since May
2020. Mr. Wall has been an independent healthcare attorney and
business advisor since January, 2019. From June 2011 to December
2018, he served as the Executive Vice President, General Counsel,
Chief Administrative Officer and Secretary of RegionalCare Hospital
Partners (d/b/a RCCH Healthcare Partners). Mr. Wall received a B.A.
degree in history and social science from Trevecca Nazarene
University in 1980 and received a J.D. degree from Washington &
Lee University School of Law in 1983. Mr. Walls qualifications to
serve on our board of directors include his knowledge of our
company, the healthcare services industry and his leadership at our
company.
Director Compensation
Directors are
entitled to reimbursement for expenses in attending meetings but
receive no other compensation for services as directors. Directors
who are employees may receive compensation for services other than
as director. No compensation has been paid to directors for
services. There are no formal or informal arrangements or
agreements to compensate directors for services provided as a
director.
Director Independence
Although we do not currently trade on the NASDAQ
or any other trading medium, our board of directors has reviewed
each of the Directors’ relationships with the Company in
conjunction with NASDAQ Listing Rule 5605(a)(2) that provides that
an “independent director” is ‘a person other than an executive officer or
employee of the Company or any other individual having a
relationship which, in the opinion of the Company's board of
directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.’
Our board of directors has affirmatively determined that none of
our directors are independent directors that are independent of
management or free of any relationship that would interfere with
their independent judgment as members of our board of directors.
The following members of our board of directors, Stephen
Epstein, Kenneth Hawkins and Howard T. Wall, III are not independent directors pursuant to the
standards described above.
28
Committees of the Board of Directors
Due to our development stage and smaller sized
management team and board of directors, our board of
directors has no nominating, auditing or compensation committees or
any committee performing a similar function. The functions of those
committees are being undertaken by the entire board as a whole.
Prospective investors should bear in mind our current lack of
corporate governance measures in formulating their investment
decisions.
Code of Ethics
A copy of our Code
of Business Conduct and Ethics has been filed with the Securities
and Exchange Commission as an exhibit to S-1 the registration
statement of which this prospectus is a part. Any person desiring a
copy of our Code of Business Conduct and Ethics, can obtain one by
going to www.sec.gov and looking at the exhibit attached to this
Form S-1 registration statement.
Term of office
The
term of office of each director of the Company ends at the next
annual meeting of the Company's stockholders or when such
director's successor is elected and qualifies. Each executive officer serves at the discretion of
our board of directors and holds office until his or her successor
is duly elected and qualified or until his or her earlier
resignation or removal. There are no family relationships among any
of our directors or executive officers.
Involvement in certain legal proceedings
During
the past ten years, none of our directors, officers or promoters
have been involved in any of the
legal proceedings described in paragraph (f) of Item 401 of
Regulation S-K.
EXECUTIVE COMPENSATION
Summary Compensation Table
Not
applicable
Employee, Severance, Separation and Change in Control
Agreements
Stephen
Epstein. Mr. Epstein is our Chief Executive Officer, President and
Chief Financial Officer. Under the terms of our verbal agreement
with Mr. Epstein, he is not paid a salary but is entitled to
reimbursement of reasonable business expenses. Mr. Epstein will
devote up to 40 hours per week to our company. He does not have a
non-competition agreement with the company; but is not separately
engaged, nor does he anticipate being separately engaged, in any
competitive businesses.
We were
incorporated on September 9, 2019. For the fiscal year ended
February 28, 2020, no compensation was
awarded to, earned by, or paid to Mr. Epstein. We have no
other any
of the named executive officers.
Pension, retirement or similar benefit plans
There
are no annuity, pension or retirement benefits proposed to be paid
to the officer or director or employees in the event of retirement
at normal retirement date pursuant to any presently existing plan
provided or contributed to by the company or any of its
subsidiaries, if any.
Stock Option Grants
We did
not grant any stock options to anyone during the most recent fiscal
period ended February 28, 2020.
29
Outstanding Equity Awards
There
are no outstanding equity awards for the most recent fiscal period
ended February 28, 2020.
Potential Payments Upon Termination or Change In
Control
None.
Director Compensation
We were
incorporated on September 9, 2019. For the fiscal year ended
February 28, 2020, no compensation was
awarded to, earned by, or paid to any director.
Indemnification
Our certificate of
incorporation provides that no director shall be personally
liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Transactions with Related Persons
Not
Applicable.
Policies and Procedures for Related-Party Transactions
Our
Company does not have any formal written policies or procedures for
related party transactions, however in practice, our board of
directors reviews and approves all related party transactions and
other matters pertaining to the integrity of management, including
potential conflicts of interest and adherence to standards of
business conduct. We have no independent directors on our board of
directors.
Promoters and control persons
Stephen
Epstein, Kenneth Hawkins and Joel Arberman served as our
Company’s promoters. No other person has served as a promoter
or control person for our Company. In
exchange for services rendered, for the value as set forth below
(as determined by our Company’s promoters), at the time of
our initial organization, our Company granted the number of shares
of our common stock to our Company’s promoters set below in
the amounts and for the consideration set forth next to their
names:
Name
|
Date
|
No. Shares Issued†
|
Value($)
|
|
|
|
|
|
|
Stephen
Epstein
|
September 22,
2019
|
675,000
|
$
|
$675
|
Kenneth
Hawkins
|
September 22,
2019
|
100,000
|
$
|
$100
|
Howard T. Wall,
III
|
September 22,
2019
|
25,000
|
$
|
$25
|
Joel Arberman
(1)
|
September 22,
2019
|
100,000
|
$
|
$100
|
———————
(1)
Issued in the name
of Meraki Partners, LLC
Family Relationships
There
are no family relationships between any of our directors, executive
officers or directors.
30
INTEREST OF NAMED EXPERTS AND COUNSEL
Not
applicable.
LEGAL
The validity of the common stock offered hereby
will be passed upon by David M. Bovi, P.A.
EXPERTS
The
balance sheet of Healthcare Business Resources, Inc.(the
“Company”) as of February 29, 2020, the related
statements of operations, changes in stockholders' equity and cash
flows for the period from September 9, 2019 (inception) to February
29, 2020, and the related notes, included in this prospectus and
elsewhere in the registration statement have been audited by Marcum
LLP, an independent registered public accounting firm, as set forth
in their report thereon, appearing elsewhere in this prospectus,
and are included in reliance on such report of such firm given upon
their authority as experts in accounting and auditing.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
None
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC the registration statement on Form S-1
under the Securities Act for the common stock offered by this
prospectus. This prospectus, which is a part of the registration
statement, does not contain all of the information in the
registration statement and the exhibits filed with it, portions of
which have been omitted as permitted by SEC rules and regulations.
For further information concerning us and the securities offered by
this prospectus, we refer to the registration statement and to the
exhibits filed with it. Statements contained in this prospectus as
to the content of any contract or other document referred to are
not necessarily complete. In each instance, we refer you to the
copy of the contracts and/or other documents filed as exhibits to
the registration statement.
The
registration statement on Form S-1, of which this prospectus forms
a part, including exhibits, is available at the SEC’s website
at http://www.sec.gov. You may also read and copy any document
we file with, or furnish to, the SEC at its public reference
facilities:
|
Public
Reference Room Office
|
|
100 F
Street, N.E.
|
|
Room
1580
|
|
Washington,
D.C. 20549
|
You
may also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. Callers in the United
States can also call (202) 551-8090 for further information on the
operations of the public reference facilities.
31
Healthcare Business Resources Inc.
FINANCIAL STATEMENTS
FOR THE YEAR ENDED FEBRUARY 29, 2020
32
INDEX TO FINANCIAL STATEMENTS
|
Page
|
|
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
|
|
|
Balance
Sheet as of February 29, 2020
|
F-3
|
|
|
|
|
Statement
of Operations for the period from September 9, 2019 (inception) to
February 29, 2020
|
F-4
|
|
|
|
|
Statement
of Changes in Stockholders’ Equity for the period from
September 9, 2019 (inception) to February 29, 2020
|
F-5
|
|
|
|
|
Statement
of Cash Flows for the period from September 9, 2019 (inception) to
February 29, 2020
|
F-6
|
|
|
|
|
Notes
to Financial Statements
|
F-7
|
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the
Shareholders and Board of Directors of
Healthcare
Business Resources, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Healthcare
Business Resources, Inc. (the
“Company”) as of February 29, 2020, the related
statements of operations, stockholders’ equity and cash flows, for the
period from September 9, 2019 (inception) to February 29, 2020, and
the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of
the Company as of February 29, 2020, and the results of its
operations and its cash flows for the period from September 9, 2019
(inception) to February 29, 2020, in conformity with accounting
principles generally accepted in the United States of
America.
Basis for Opinion
These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the
Company's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB
and in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due
to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. As part of our audit we are required to obtain an
understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis for our
opinion.
/s/
Marcum llp
Marcum
llp
We have
served as the Company’s auditor since 2020.
Costa,
Mesa, California
June
5, 2020
F-2
HEALTHCARE BUSINESS RESOURCES, INC.
BALANCE SHEET
As of February 29, 2020
|
February
29,
2020
|
ASSETS
|
|
|
|
Current
Assets
|
|
Cash
|
$172,843
|
Total
Current Assets
|
172,843
|
|
|
|
|
Total
Assets
|
$172,843
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
Current
Liabilities
|
|
Total
Current Liabilities
|
$-
|
|
|
Total
Liabilities
|
$-
|
|
|
COMMITMENTS
AND CONTINGENCIES (NOTE 5)
|
|
|
|
Stockholders’
Equity
|
|
Common
stock; $0.001 par value; 200,000,000 shares
authorized,
979,500 shares
issued and outstanding
|
980
|
Additional paid-in
capital
|
191,720
|
Accumulated
deficit
|
(19,857)
|
Total
Stockholders’ Equity
|
172,843
|
Total
Liabilities and Stockholders’ Equity
|
$172,843
|
The accompanying notes are an integral part of these financial
statements.
F-3
HEALTHCARE BUSINESS RESOURCES, INC.
STATEMENT OF OPERATIONS
For the period from September 9, 2019 (inception) to February 29,
2020
|
February
29,
2020
|
|
|
Revenue
|
$--
|
|
|
Operating
expenses
|
|
|
|
Professional
fees
|
17,000
|
Share based
compensation
|
950
|
Other
expenses
|
1,907
|
Total
operating expenses
|
$19,857
|
|
|
Loss
from operations
|
$(19,857)
|
|
|
|
|
Net
loss before income taxes
|
$(19,857)
|
Income tax
provision
|
-
|
Net
loss after income taxes
|
(19,857)
|
|
|
|
|
Net loss per common
share - basic and fully diluted
|
$(0.06)
|
|
|
Weighted average
common shares outstanding - basic and diluted
|
342,225
|
The accompanying notes are an integral part of these financial
statements.
F-4
HEALTHCARE BUSINESS RESOURCES, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY
From the period from September 9, 2019 (inception) to February 29,
2020
|
Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
|
|
Shares
|
Amounts
|
Capital
|
Deficit
|
Equity
|
|
|
|
|
|
|
Balance,
September 9, 2019 (inception)
|
-
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
Shares issued for
services rendered
|
950,000
|
950
|
-
|
-
|
950
|
|
|
|
|
|
|
Shares issued by
private placement
|
29,500
|
30
|
191,720
|
|
191,750
|
|
|
|
|
|
|
Net
loss
|
|
|
|
(19,857)
|
(19,857)
|
|
|
|
|
|
|
Balance,
February 29, 2020
|
979,500
|
$980
|
$191,720
|
$(19,857)
|
$172,843
|
The accompanying notes are an integral part of these financial
statements.
F-5
HEALTHCARE BUSINESS RESOURCES, INC.
STATEMENT OF CASH FLOWS
For the period from September 9, 2019 (inception) to February 29,
2020
|
February
29, 2020
|
|
|
Cash flows from
operating activities:
|
|
Net
loss
|
$(19,857)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
Share
based compensation
|
950
|
Net cash used in
operating activities
|
$(18,907)
|
|
|
Cash flows from
investing activities
|
-
|
|
|
Cash flows from
financing activities
|
|
|
|
Shares
issued to investors
|
191,750
|
Net cash provided
by financing activities
|
$191,750
|
|
|
Net change in cash
and cash equivalents
|
172,843
|
Cash
and cash equivalents, at beginning of period
|
-
|
Cash
and cash equivalents, at end of period
|
$172,843
|
|
|
Supplemental cash
flow information:
|
|
Interest
paid
|
$-
|
Income
taxes paid
|
$-
|
F-6
HEALTHCARE BUSINESS RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
For the period from September 9, 2019 (inception) to February 29,
2020
1. NATURE OF BUSINESS
On
September 9, 2029 (commencement of operations), Healthcare Business
Resources, Inc. (the “Company”), a domestic corporation
was organized in Delaware to provide consulting services. These
services include 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
accounting and reporting policies of the Company conform with
accounting principles generally accepted in the United States of
America, and, as such, include amounts based on judgments,
estimates, and assumptions made by management that affect the
reported amounts of assets and liabilities and contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The
Company is in the development stage, which is defined as an entity
devoting substantially all of its efforts to establishing a new
business and for which its primary line of business has not yet
begun. As of February 29, 2020, the Company was still in the
process of developing its accounting policies and procedures.
Following is a description of the more significant accounting
policies followed by the Company.
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
The
Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. There were
no cash equivalents as of February 29, 2020.
Expenses
Expenses
are recognized when incurred. No revenue was recognized for the
period ended February 29, 2020, as the primary line of business has
not yet begun.
Income Taxes
Income taxes are accounted for under the
asset-and-liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and
operating loss and tax credit carry-forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the Enactment
date. A valuation allowance is established for deferred tax assets
that, based on management’s evaluation, are not expected to
be realized.
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
February 29, 2020.
F-7
Fair value of Financial Instruments
The
company’s financial instruments consist primarily of cash,
accounts receivable and payables. The carrying values of these
financial instruments approximate their respective fair values as
they are short-term in nature or carry interest rates that
approximate market rate.
Other Recently Issued Accounting Guidance
During
the period from September 9, 2019 through February 29, 2020, the
FASB issued certain other accounting standard updates that were not
relevant to the Company’s operations.
3. INCOME TAXES
No
provision for federal income taxes has been recognized for the
period ended February 29, 2020, as the Company incurred a net
operating loss for income tax purposes and has no carry back
potential. The components of deferred tax asset at February 29,
2020, are as follow:
|
2020
|
Net operating
loss
|
$3,900
|
Less: Valuation
Allowance
|
$(3,900)
|
Net Deferred tax
asset
|
$-
|
A
valuation allowance is recorded if, based on the weight of
available evidence, it is more likely than not that some portion or
all of the deferred tax assets may not be realized. At February 29,
2020, the Company recorded a valuation allowance for the entire
deferred tax asset due to the uncertainty surrounding the timing of
realizing certain tax
benefits
in future income tax returns. The Company has carryforward losses
available to offset future taxable income amounting to $19,000
which expires on 2035.
4. PRIVATE PLACEMENT
The
Company issued 29,500 shares at a price of $6.50 per share for
$191,750 under a private placement during period ended February 29,
2020.
In
addition, the Company issued 950,000 shares in exchange for $950 of
services to a group of founders.
5. COMMITMENTS AND CONTINGENCIES
The
Company entered into a consulting agreement with a third party.
These services are related to the process of registering the
corporation as a public company. Compensation for these services
was 100,000 shares of the Company common stock. If for any reason,
the Company doesn’t proceed to utilize the services of
consultant, Mr. Stephen Epstein shall have the right to acquire
50,000 shares held by consultant for the greater of $75,000 or the
value of such shares as determined an outside party.
6. RISK CONCENTRATIONS
Financial
instruments that potentially expose the Company to certain
concentrations of credit risk include cash in bank accounts. The
cash deposits, at times, may exceed the amount insured by the
Federal Deposit Insurance Corporation (“FDIC”).
Beginning January 1, 2013, as per FDIC, all deposit accounts,
including checking and savings accounts, money market deposit
accounts and certificates of deposit are standardly insured for up
to $250,000. The standard insurance coverage is per depositor, per
insured bank.
7. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred
after the balance sheet date up to the date that the financial
statements were issued. Based upon this review, the Company did not
identify any subsequent events that would have required adjustment
or disclosure in the financial statements.
F-8
Prospectus
_______________________
Healthcare Business Resources Inc.
718 Thompson Lane, Suite 108-273
Nashville, Tennessee 37204
Until_______________,
all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers’ obligation to
deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and
Distribution
The following table sets forth all costs and
expenses, payable by us in connection with the sale of the shares
being registered. All amounts shown are estimates except for the
SEC registration fee.:
Expenses
|
Amount*
|
SEC Registration
Fee
|
$48
|
Legal
Fees
|
$25,000
|
Accounting and
Audit Fees
|
$15,000
|
EDGAR Filing
Fees
|
$5,000
|
Blue Sky
Qualifications
|
$0
|
Transfer Agent and
Registrar Fees
|
$5,000
|
Total*
|
$50,048
|
*All
amounts are estimates. We have already paid approximately $30,850
of expenses and will pay the remaining expenses from our cash on
hand.
Item 14. Indemnification of Directors and
Officers.
Section 145(a) of the Delaware General Corporation Law provides, in
general, that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation), because he or she is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding, if he or she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was
unlawful.
Section 145(b) of the Delaware General Corporation Law provides, in
general, that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor because the person
is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees) actually and reasonably
incurred by the person in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification
shall be made with respect to any claim, issue or matter as to
which he or she shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances
of the case, he or she is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or other
adjudicating court shall deem proper.
Section 145(g) of the Delaware General Corporation Law provides, in
general, that a corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have
the power to indemnify the person against such liability under
Section 145 of the Delaware General Corporation Law.
II-1
Article VIII of our
certificate of incorporation (the “Charter”)
provides that no director shall be personally liable to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. Notwithstanding the foregoing
sentence, a director shall be liable to the extent provided by
applicable law, (i) for breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General
Corporation Law of Delaware; or (iv) for any transaction from which
the director derived an improper personal benefit. This Article
Eighth shall not eliminate or limit the liability of a director for
any act or omission occurring prior to the date when this Article
Eighth became effective.
Article V of our bylaws
provides that the Company shall
indemnify and hold harmless to the fullest extent permitted by
applicable law, any person who was or is made or is threatened to
be made a party or is otherwise involved in any action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (a "Proceeding"), by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a
director, or officer, or employee, or agent of the Company or,
while a director, or officer, or employee, or agent of the Company,
is or was serving at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, enterprise, or nonprofit entity, including
service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys'
fees) actually and reasonably incurred by such person.
Notwithstanding the preceding sentence, the Company shall be
required to indemnify a person in connection with a Proceeding (or
part thereof) commenced by such person only if the commencement of
such Proceeding (or part thereof) by the person was authorized in
the specific case by the board of directors.
The Company shall pay the expenses (including
attorneys' fees) actually and reasonably incurred by a director,
officer, or employee, or agent of the Company in defending any
Proceeding in advance of its final disposition, upon receipt of an
undertaking by or on behalf of such person to repay all amounts
advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such
person is not entitled to be indemnified for such expenses
under Article V of our
bylaws or otherwise. Payment of
such expenses actually and reasonably incurred by such person, may
be made by the Company, subject to such terms and conditions as the
general counsel of the Company in his or her discretion deems
appropriate. The Company is
specifically authorized to enter into individual contracts with any
or all of its directors, officers, employees, or agents respecting
indemnification and advances, to the fullest extent not prohibited
by Delaware General
Corporation Law.
Presently, there is
no litigation or proceeding involving a director or officer of ours
as to which indemnification is being sought, nor are we aware of
any threatened litigation that may result in claims for
indemnification by any officer or director.
Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of ours, we have been advised that in the opinion of the
Securities and Exchange Commission that the indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
Item 15. Recent Sales of Unregistered
Securities.
Set
forth below is information regarding all securities issued by our
Company since inception on September 9, 2019:
November 2019 Private Placement
In
connection with the organization of our Company, on November 8,
2019 we issued 950,000 shares of our common stock to our founder
and certain of our advisors for total consideration of $950, or
$0.001 per share, for services rendered by these persons to our
Company.
January 2020 Private Placement
In
January 2020, we issued 29,500 shares of our common stock to
accredited investors for total consideration of $191,750, or $6.50
per share.
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In
connection with the above transactions, no general solicitation
occurred, no commission or other remuneration was paid, no
underwriter participated, and no registration rights were provided.
We relied upon on the exemption from registration provided in
Section 4(a)(2) and Regulation D of the Securities Act. Other than
the securities mentioned above, we have not issued or sold any
securities.
Item 16. Exhibits Index.
The
listed exhibits are filed with this Registration
Statement:
SEC ReferenceNumber
|
Title of Document
|
Location
|
|
|
|
Certificate
of Incorporation
|
Previously
Filed
|
|
Bylaws
|
Previously
Filed
|
|
Opinion
Regarding Legality
|
Previously
Filed
|
|
2020
Stock Incentive Plan
|
Previously
Filed
|
|
Meraki
Partners, LLC Agreement
|
Previously
Filed
|
|
Form of
Advisory Board Agreement
|
Previously
Filed
|
|
Form of
HBR Business Development Consulting Agreement
|
Previously
Filed
|
|
Code of
Ethics
|
Previously
Filed
|
|
Consent
of Marcum LLP
|
Filed
herewith
|
All
other Exhibits called for by Rule 601 of Regulation S-K are not
applicable to this filing. Information pertaining to our common
stock is contained in our Certificate of Incorporation and
By-Laws.
Item 17. Undertakings.
The
undersigned hereby undertakes:
(1)
to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
(i)
To
include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii)
To
reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the
effective registration statement.
(iii)
To include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to
such information in the registration statement.
(2)
That, for the purpose
of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3)
To remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
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(4)
That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser, if the
registrant is subject to Rule 430C, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first
use.
(5)
That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii)
The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv)
Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(6)
Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-4
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Nashville, Tennessee, on July13, 2020.
|
Healthcare
Business Resources Inc.
|
|
|
|
|
|
|
|
By:
|
/s/
Stephen Epstein
|
|
|
|
Stephen
Epstein
|
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/Stephen Epstein
|
|
Chief
Executive Officer, President, Chief Financial Officer, Treasurer,
Principal Financial and Accounting Officer, Secretary,
Director
|
|
July
13, 2020
|
Stephen
Epstein
|
|
|
|
|
|
|
|
|
|
/s/Kenneth Hawkins
|
|
Director
|
|
July 13, 2020
|
Kenneth
Hawkins
|
|
|
|
|
|
|
|
|
|
/s/Howard T. Wall, III
|
|
Director
|
|
July 13, 2020
|
Howard
T. Wall, III
|
|
|
|
|
II-5