Healthcare Solutions Management Group, Inc. - FORM 10-Q

Attached files

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EX-32.1 - CERTIFICATION - Healthcare Solutions Management Group, Inc.	hsmg_ex321.htm
EX-31.1 - CERTIFICATION - Healthcare Solutions Management Group, Inc.	hsmg_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 333-147367

HEALTHCARE SOLUTIONS MANAGEMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		38-3767357
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

387 Corona St., Suite 555, Denver, CO		80218
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (720) 442-7000

Securities registered pursuant to Section 12(b) of the Act:

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

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

The number of shares outstanding of the registrant’s common stock as of May 14, 2021, was 1,273,330,615 shares.

DOCUMENTS INCORPORATED BY REFERENCE — NONE

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7

Item 4.	Controls and Procedures	7

Part II – OTHER INFORMATION

Item 1.	Legal Proceedings	9

Item 1A.	Risk Factors	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3.	Defaults Upon Senior Securities	9

Item 4.	Mine Safety Disclosures	9

Item 5.	Other Information	9

Item 6.	Exhibits	10

SIGNATURES		11

PART I FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Healthcare Solutions Management Group, Inc., a Delaware corporation, and its subsidiaries unless the context requires otherwise.

Table of Contents

Item 1. Financial Statements.

Index to Financial Statements

		Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets, March 31, 2021 (unaudited), and September 30, 2020		F-2

Unaudited Consolidated Statements of Operations, for the Three and Six Months Ended March 31, 2021, and March 31, 2020		F-3

Unaudited Consolidated Statements of Changes in Stockholders’ (Deficit), for the Six Months Ended March 31, 2021 and March 31, 2020		F-4

Unaudited Consolidated Statements of Cash Flows, for the Six Months Ended March 31, 2021 and March 31, 2020		F-5

Notes to the Unaudited Interim Consolidated Financial Statements		F-6

F-1

Healthcare Solutions Management Group, Inc.
Consolidated Balance Sheets
(Unaudited)

	3/31/2021			9/30/2020
ASSETS
CURRENT ASSETS
Cash	$	121		$	165
Total current assets		121			165
TOTAL ASSETS		121		$	165

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	-		$	88,064
Accrued liabilities-related party					-
Notes payable		-			215,323
Notes payable related parties		-			4,001,267
Receiver certificate		-			65,000
Accrued interest payable		-			16,877
Total current liabilities		-			4,386,531
Total liabilities		-			4,386,531

Commitments and Contingencies		-			-

STOCKHOLDERS EQUITY (DEFICIT)
Common stock, par value $0.001, 127,333,060 and 12,733,306 issued and outstanding as of March 31, 2021 and September 30, 2020		127,333			127,333
Paid in capital		16,045,697			11,657,533
Accumulated earnings (deficit)		(16,172,909	)		(16,171,231	)
Total stockholders deficit		121			(4,386,366	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	121		$	165

The accompanying notes are an integral part of the consolidated financial statements.

F-2

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Healthcare Solutions Management Group, Inc.
Unaudited Consolidated Statements of Operations
(Unaudited)

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	March 31,			March 31,			March 31,			March 31,
	2021			2020			2021			2020

Sales	$	-		$	-		$	-		$	-

Operating expenses:
Bank services charges		22			46			44			101
Professional fees											1,355
Stock transfer fees					1,107						1,107
Total operating expenses		22			1,153			44			2,563
Income (loss) from operations		(22	)		(1,153	)		(44	)		(2,563	)
Other income (expense)
Interest income (expense), net		-			(1,625	)		(1,634	)		(3,255	)
Misc income		-			10,777			-			12,777
Total other income (expense)		-			9,152			(1,634	)		9,522
Income (loss) before income taxes		(22	)		7,999			(1,678	)		6,959
Provision for income taxes (benefit)		-			-			-			-
Net income (loss)	$	(22	)	$	7,999		$	(1,678	)	$	6,959

Basic and diluted earnings (loss) per common share	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00

Weighted-average number of common shares outstanding:
Basic and diluted		127,333,060			12,733,306			127,333,060			127,333,060

The accompanying notes are an integral part of the consolidated financial statements.

F-3

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Healthcare Solutions Management Group, Inc.
Consolidated Statements of Changes in Stockholders Equity (Deficit)
(unaudited)

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Value		Capital		Deficit			Equity (Deficit)

September 30, 2019		12,733,306	$	12,733	$	8,677,939	$	(13,080,832	)	$	(4,390,160	)

Net income (loss)								6,959			6,959

March 31, 2020		12,733,306	$	12,733	$	8,677,939	$	(13,073,873	)	$	(4,383,201	)

					Additional					Total
	Common Stock				Paid-in		Accumulated				Stockholders'
	Shares		Value		Capital		Deficit			Equity (Deficit)
September 30, 2020		127,333,060	$	127,333	$	11,657,533	$	(16,171,231	)	$	(4,386,366	)

Net income (loss)								(1,678	)		(1,678	)

Discharge of debt, related party						4,388,165					4,388,165

Balance, March 31, 2021		127,333,060	$	127,333	$	16,045,698	$	(16,172,909	)	$	121

The accompanying notes are an integral part of the consolidated financial statements.

F-4

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Healthcare Solutions Management Group, Inc.
Unaudited Consolidated Statements of Cash Flows
(Unaudited)

	For the six			For the six
	months ended			months ended
	March 31,			March 31,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	(1,678	)	$	6,959
Changes in operating assets and liabilities:
Accounts payable					(10,316	)
Accrued interest		1,634			3,255
Net cash provided by (used in) operating activities		(44	)		(103	)

Cash flows from investing activities:
Net cash provided by (used in) financing activities		-			-

Cash flows from financing activities:
Net cash provided by (used in) financing activities		-			-

Net increase (decrease) in cash and cash equivalents		(44	)		(103	)
Cash and cash equivalents at beginning of period		165			192
Cash and cash equivalents at end of period	$	121		$	89

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activity :

Discharge of debt due to former related parties	$	4,388,165			-

The accompanying notes are an integral part of the consolidated financial statements.

F-5

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

Healthcare Solutions Management Group, Inc., a Delaware corporation, and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“we,” “us, “our” or the “Company”) was incorporated on April 11, 2006 in the state of Nevada under the name Infrared Systems, International.

On April 1, 2013, the Company changed its name from AquaLiv Technologies Inc. to Verity Corp. and our stock symbol changed to VRTY.

In February 2016, all of the Company’s officers and directors resigned, and the Company stopped substantially all operating activities. At such time, the Company became a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act.

The Merger closed on April 15, 2021 (the “Closing”), at which time Merger Sub merged with and into HSH with HSH being the surviving entity, and HSH became our wholly owned subsidiary. As a result of the consummation of the Merger, HSH became our wholly owned subsidiary and the business of HSH became the business of the Company going forward. HSH is an integrated healthcare company which strives to provide vital services and a high-quality of care for patients over the course of their lifetime. HSH was organized with the goal of becoming an advanced, national healthcare system in the United States, providing clinicians with state-of-the-art diagnostic and therapeutic tools, and providing patients with greater access to a higher level of care in local communities that it believes have historically been underserved by the medical industry. HSH currently conducts directly through HSH, and in the near future intends to, conduct various, distinct operations through its to be formed wholly owned operating subsidiaries, within the medical industry, seeking to serve the needs of patients’ and physicians alike.

At the Closing of the Merger, Robert Stevens (the “Receiver”) appointed new officers and directors of the Company. As consideration for the services of the Receiver and his team, for acting as the court-appointed receiver for the Company and its predecessor and affiliated entities, and pursuant the Merger Agreement, as amended, in August of 2020, the Receiver and certain entities, as directed by the Receiver, were issued an aggregate total of 114,599,754 shares of the Company’s common stock. At Closing, the aggregate Merger consideration paid to the holders of the HSH common was 1,145,997,555 shares of the Company’s common stock constituting 90% of the issued and outstanding shares of Company common stock immediately following the Closing.

As a result of the consummation of the Merger, on April 15, 2021, HSH became our wholly owned subsidiary and the business of HSH became the business of the Company going forward. Accordingly, at the Closing, the Company ceased to be a shell company as of April 15, 2021.

The Merger is intended to be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Merger Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes.

The Merger was accounted for as a reverse merger and HSH is considered the acquirer for accounting and financial reporting purposes.

F-6

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The Company was previously in receivership. On May 16, 2016, pursuant to Case Number A16-733815-B, Nevada’s 8th Judicial District, Business Court, appointed Robert Stevens as receiver (the “Receiver”) for the Company. Creditors of the Company were required to provide claims in writing under oath on or before November 3, 2016, or they would be barred under Nevada Revised Statute §78.675. Since May 16, 2016, through the date of the Merger, the Company was operating under the direction of the Receiver. On March 5, 2018, the District Court in Clark County, Nevada approved a plan of reorganization for the Company and the discharge of the Receiver upon completion of his duties under the court order. Upon the Closing of the Merger, the reorganization of the Company described in the court order was completed and, as a result and pursuant to the court order dated March 5, 2018, the Receiver was automatically discharged and the receivership was automatically terminated such that no further action was needed by the Receiver or the Company in connection with the receivership, and such that Company was no longer in receivership.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Change in Fiscal Year End

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.

Reclassification

Certain prior period amounts have been reclassified to conform with the current period presentation.

Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of expenses during the reporting periods. These accounts and estimates include, but are not limited to liabilities and tax provisions. Actual results could differ from these estimates.

Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company and subsidiaries have been eliminated upon consolidation.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Revenue Recognition

The Company derives revenues from the sale of agricultural products, animal feeds, consulting services, and various water units. The Company’s sales arrangements are not subject to warranty. On July 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after July 1, 2018, are presented under ASC 606, while prior period amounts were reported in accordance with our historic accounting under ASC 605. The Company has not recorded any revenue since 2016 so the transition to ASC 606 had no impact on our financial statements.

F-7

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Income Taxes

The Company adopts the ASC Topic 740, “Income Taxes “ regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties, and interest, accounting in interim periods and disclosure. For the years ended September 30, 2020, and 2019, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2021, and December 31, 2020, the Company did not have any significant unrecognized uncertain tax positions.

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. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits or that future deductibility is uncertain.

Professional Fees

With the exception of legal fees, substantially all professional fees expensed by the Company subsequent to the appointment of the court-appointed Receiver, represent hours of work performed by him to help the Company emerge from receivership by obtaining external financing. The fees are a liability of the Company and are expensed as incurred.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20, the Related parties include a). affiliates of the Company; b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d). principal owners of the Company; e). management of the Company; f). other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include a). the nature of the relationship(s) involved; b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s consolidated financial position, consolidated results of operations or consolidated cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows.

Subsequent Events

The Company adopted FASB Accounting Standards Codification 855 “Subsequent Events” (“ASC 855”) to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued.

Recently issued accounting standards

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

NOTE 3 – GOING CONCERN

The Company is currently in receivership. The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On March 31, 2021 the Company had an accumulated deficit of $16,172,909 and only had $121 in cash on hand. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s continuation as a going concern is solely dependent upon the Company’s ability to raise financing from third parties. There is no assurance that the Company will be successful in doing so.

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NOTE 4 – DEBT

The following tables set forth the components of the Company’s, debt as of March 31, 2021, and September 30, 2020:

	March 31, 2021		September 30, 2020
Notes payable	$	-	$	215,353
Real estate loans	$	-	$	4,001,267
Receiver loan	$	-	$	65,000

The Notes payable and the real estate loans were unsecured and due to a former director and officer of the Company. As a result of the court order in Nevada in March 2018, no interest can be accrued on this debt. In February 2018, the Company obtained a Receiver’s Note for $65,000 which accrued interest at a rate of 10%. During the period ended March 31, 2021, the Receiver discharged the Notes Payable and Real Estate Loans with no further liability to the Company, prior to consummating the Merger Agreement. Additionally prior to the consummation of the Merger Agreement, the Receiver Note of $65,000 along with accrued interest was discharged.

NOTE 5 – RELATED PARTY TRANSACTIONS

As consideration for the services of Robert Stevens and his team prior to the Merger Agreement, who has acted as the court-appointed receiver for the Company and its predecessor and affiliated entities, in the Merger Agreement the Company agreed that, immediately prior to the Closing, the Company will issue to certain parties as directed by Mr. Stevens a total number of shares of Company common stock equal to 90% of the issued and outstanding shares of Company common stock immediately prior to the Closing, which will therefore constitute 9% of the issued and outstanding shares of Company common stock immediately following the Closing (the “Receiver Shares”). The Receiver Shares were issued on August 27, 2020 and consisted of a total of 114,599,754 shares of Company common stock. These shares were valued at $3,094,193 and were recorded as “stock-based compensation- related parties on the Company’s Statement of Operations during the fiscal year ended September 30, 2020.

NOTE 6 – SHAREHOLDERS’ EQUITY

The Company has 1,400,000,000 common shares authorized at a par value of $0.0001. As of March 31, 2021, and December 31, 2020 the were 127,333,060 and 127,333,060 common shares outstanding, respectively.

As consideration for the services of Robert Stevens and his team, who has acted as the court-appointed receiver for the Company and its predecessor and affiliated entities, in the Merger Agreement the Company agreed that, immediately prior to the Closing, the Company will issue to certain parties as directed by Mr. Stevens a total number of shares of Company common stock equal to 90% of the issued and outstanding shares of Company common stock immediately prior to the Closing, which will therefore constitute 9% of the issued and outstanding shares of Company common stock immediately following the Closing (the “Receiver Shares”). The Receiver Shares were issued on August 27, 2020 and consisted of a total of 114,599,754 shares of Company common stock. Based on the Company’s stock price of $0.027 on the amendment date of August 25, 2020, these shares were valued at $3,094,193.

NOTE 7 – INCOME TAXES

Due to the historical operating losses, the inability to recognize an income tax benefit, and the failure to file tax returns for numerous years, there is no provision for current or deferred federal or state income taxes for the period from inception through the period ended March 31, 2021. As of March 31, 2020 the Company had a retained earnings deficit of $16,172,909 however, the amount of that loss that could be carried forward to offset future taxes is indeterminable.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

As of March 31, 2021 and December 31, 2020 the Company had no contractual commitments.

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NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 management has performed an evaluation of subsequent events from March 31, 2021, through the date the financial statements were available to be issued and noted there were no subsequent events requiring disclosure except as follows:

The Merger was accounted for as a reverse merger and HSH is considered the acquirer for accounting and financial reporting purposes.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the results of operations and financial condition of the Company for the quarters ended March 31, 2021 and 2020, should be read in conjunction with the other sections of this Quarterly Report, including the Financial Statements and notes thereto of the Company included in this Quarterly Report. The various sections of this discussion contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties described throughout this Quarterly Report as well as other matters over which we have no control. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report except as required by applicable laws.

Organizational History of the Company and Overview

On December 31, 2012, AquaLiv Technologies, Inc. (“ALTI”) and Verity Farms II, Inc. (“Verity Farms”), a South Dakota corporation, entered into a Share Exchange Agreement. Pursuant to the Share Exchange Agreement, ALTI acquired 100% of the authorized and issued shares of Verity Farms in exchange (the “Exchange”) for 4,850,000 shares of Series B Convertible Preferred Stock, par value $0.001, of ALTI, representing approximately 86% of the outstanding shares of ALTI, on a fully diluted basis, assuming conversion into common stock. As a result of the Exchange and the other transactions contemplated thereunder, Verity Farms became a wholly owned subsidiary of ALTI and ALTI acquired Verity Farms’ business operations. ALTI was formed under the laws of the State of Nevada on April 11, 2006 originally under the name of Infrared Systems International “ISI” as a wholly owned subsidiary of China Sxan Biotech, Inc. (“CSBI”) (then known as Advance Technologies, Inc.) to pursue a narrowly defined business objective called infrared security systems.

On April 1, 2013, the Company changed its name from AquaLiv Technologies Inc. to Verity Corp. and our stock symbol changed to VRTY.

The Company was the parent of Verity Farms and Aistiva Corporation (“Aistiva”) (f/k/a AquaLiv, Inc.). Verity Farms was dedicated to providing consumers with safe, high-quality, and nutritious food sources through sustainable crop and livestock production. Aistiva previously released products in the industries of water treatment, skincare, and agriculture. Verity Farms was administratively dissolved in the State of South Dakota on May 4, 2018. Aistiva was administratively dissolved on April 9, 2015, in the State of Washington.

Merger with Healthcare Solutions Holdings, Inc.

On June 14, 2019, the Company entered into a Merger Agreement (the “Merger Agreement”) by and between the Company, Verity Merger Corp., a wholly-owned subsidiary of the Company and a Delaware corporation (the “Merger Sub”), and Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). Pursuant to the terms of the Merger Agreement, the parties agreed that Merger Sub would merge with and into HSH, with HSH being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”). The Merger closed on April 15, 2021 (the “Closing”), at which time Merger Sub merged with and into HSH with HSH being the surviving entity, and HSH became our wholly owned subsidiary. As a result of the consummation of the Merger, HSH became our wholly owned subsidiary and the business of HSH became the business of the Company going forward.

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Receivership

Change of Domicile and Plan of Conversion

On March 15, 2019, Healthcare Solutions Management Group, Inc. was incorporated in the State of Delaware. Verity Delaware, Inc. was incorporated in the State of Delaware on March 11, 2019. Verity Merger Corp. was incorporated in the State of Delaware on March 15, 2019. On March 11, 2019, pursuant to an Agreement and Plan of Conversion, the Company, then a Nevada corporation named Verity Corp., converted into and became Verity Delaware, Inc., a Delaware corporation in Delaware and on May 30, 2019, the conversion was completed in Nevada. As a result of the foregoing, Verity Corp. a Nevada corporation converted into and became Verity Delaware, Inc., a Delaware corporation. On May 8, 2019, pursuant to a Plan of Merger, Verity Delaware, Inc. was merged with and into Verity Merger Corp., with Verity Merger Corp. surviving, and with Healthcare Solutions Management Group, Inc. becoming a successor in interest to Verity Delaware Inc. and the parent company of Verity Merger Corp.

Name and Trading Symbol Change

Since Healthcare Solutions Management Group, Inc. became the successor in interest to Verity Delaware Inc. a Delaware corporation which was previously a Nevada corporation named Verity Corp., the Company’s current name is Healthcare Solutions Management Group, Inc. The Company plans to submit an Issuer Company-Related Action Notification Form (the “Name Change”) to the Financial Industry Regulatory Authority (“FINRA”) to request that the Company’s name be updated to its current name and to change the Company’s trading symbol accordingly. The Company has not yet submitted the Name Change to FINRA and there can be no assurance that FINRA will process the Name Change as planned, or at all.

No Prior Operations

From 2016 until the Merger, the Company did not have any material operations and was a shell company as such term is defined in Rule 12b-2 of the Exchange Act. On April 15, 2021, pursuant to the Merger Agreement, Merger Sub merged with and into HSH, with HSH being the surviving entity, and HSH thereafter became a wholly owned subsidiary of the Company and the Company ceased to be a shell company as of such date.

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Change in Fiscal Year End

On November 5, 2020, the Company’s court appointed receiver, acting under judicial order on behalf of the Board of Directors of the Company, in accordance with the Company’s Bylaws, acted by written consent to change the Company’s Fiscal Year End from June 30 to September 30. As a result of this change, we filed a Transition Report on Form 10-K for the three-month transition period from June 30, 2020 to September 30, 2020 on January 20, 2021.

Results of Operations

Quarter Ended March 31, 2021 Compared to the Quarter Ended March 31, 2020

Operating expenses for the quarter ended March 31, 2021 totaled $22 compared to $1,153 for the same period in 2020. The decrease is attributable to lower professional fees during the quarter ended March 31, 2021. Cash flows used in operating activities for the quarter ended March 31, 2021 totaled $1,678 compared to $6,959 in 2020.

Going Concern

The Company was previously in receivership. The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On March 31, 2021 the Company had an accumulated deficit of $16,172,909 and only had $121 in cash on hand. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic which continues to spread throughout the U.S. and the globe. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease such as issuing temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. COVID-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. The extent of the ultimate impact of the pandemic on the Company’s operational and financial performance will depend on various developments, including the duration and spread of the outbreak, which cannot be reasonably predicted at this time. Accordingly, while management reasonably expects the COVID-19 outbreak to negatively impact the Company, the related consequences and duration are highly uncertain and cannot be predicted at this time.

Liquidity and Capital Resources

During the six months ended March 31, 2021, HSH advanced $20,000 to the Company on an interest free basis.

On March 31, 2021, our liquid assets consisted of cash of $121.

The following tables set forth the components of the Company’s debt as of September 30, 2020, and March 31, 2021

	Sept. 30, 2020		March 31, 2021
Notes payable	$	215,353	$	-
Real estate loans	$	4,001,267	$	-
Receiver loan	$	65,000	$	-

The notes payable and the real estate loans were unsecured and due to a former director and officer of the Company. As a result of the court order in Nevada in March 2018, no interest can be accrued on this debt. In February 2018, the Company obtained a Receiver’s Note for $65,000 which accrued interest at a rate of 10%. During the period ended March 31, 2021, the Receiver discharged the Notes Payable and Real Estate Loans with no further liability to the Company, prior to consummating the Merger Agreement. Additionally, prior to the consummation of the Merger Agreement, the Receiver Note of $65,000 along with accrued interest was discharged.

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We estimate that we will need approximately $20,000,000 to $25,000,000 to fully effectuate our business development plans. There can be no assurance that we’ll be able to raise the foregoing funds. Further, we are subject to the continued impact of COVID-19, as further discussed above. We are dependent on capital raised from third parties to fund our operating expenses. We cannot assure that additional funding will be available on a timely basis, on terms acceptable to us, or at all. We currently have no agreement with any third party to provide us this additional financing and there can be no assurances that we will obtain this financing, either debt or equity or both, on favorable terms, or at all. Our inability to receive additional financing may have a significant negative impact on our continued development and results of our operations. COVID-19 has also caused significant disruptions to the global financial markets, which impacts our ability to raise additional capital. If the Company is unable to obtain adequate capital due to the continued spread of COVID-19, or otherwise, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are fully described in Note 2 to our consolidated financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our consolidated financial statements.

Income Taxes

Due to the historical operating losses, the inability to recognize an income tax benefit, and the failure to file tax returns for numerous years, there is no provision for current or deferred federal or state income taxes for the period from inception through the period ended March 31, 2021. As of March 31, 2021, the Company had a retained earnings deficit of $16,172,909 however, the amount of that loss that could be carried forward to offset future taxes is indeterminable.

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.

We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of the Interim Chief Executive and Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2021. Based upon that evaluation, our management concluded that our disclosure controls and procedures were not effective as of March 31, 2021.

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Report of Management on Internal Controls over Financial Reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. As of March 31, 2021, management has not completed an effective assessment of the Company’s internal control over financial reporting based on the 2013 Committee of Sponsoring Organizations (COSO) framework.

Management has concluded that as of March 31, 2021, our internal control over financial reporting was not effective to detect the inappropriate application of U.S. GAAP.

Management identified the following material weaknesses set forth below in our internal control over financial reporting:

·	We did not perform an effective risk assessment or monitor internal controls over financial reporting.

·	There are insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of generally accepted accounting principles in the United States and SEC disclosure requirements.

·	Limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance and accounting functions.

·	The Company lacks sufficient in-house expertise and training in complex accounting principles and SEC reporting and disclosure requirements.

·	The Company’s systems that impact financial information and disclosures have ineffective information technology controls.

·	The Company lacks a system of tracking obligations to identify and file income tax and other tax reports on a timely basis.

A control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings.

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

Item 1A. Risk Factors.

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the 2020 Form 10-KT.

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The exhibits listed on the Exhibit Index below are provided as part of this report.

Exhibit No.		Description

2.1		Merger Agreement dated June 14, 2019, by and among Healthcare Solutions Management Group, Inc., Verity Merger Corp. and Healthcare Solutions Holdings, Inc. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2019).
2.2		Amendment to Merger Agreement dated 25, 2020, by and among Healthcare Solutions Management Group, Inc., Verity Merger Corp. and Healthcare Solutions Holdings, Inc. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2020).
2.3		Amendment dated November 5, 2020, to Merger Agreement dated June 14, 2019, as amended on August 25, 2020, by and among Healthcare Solutions Management Group, Inc., Verity Merger Corp. and Healthcare Solutions Holdings, Inc. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2020).
2.4		Amendment dated February 16, 2021, to Merger Agreement dated June 14, 2019, as amended by and among Healthcare Solutions Management Group, Inc., Verity Merger Corp. and Healthcare Solutions Holdings, Inc. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2021).
3.1		Certificate of incorporation of the Company. (Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 15, 2020).
3.2		Bylaws of the Company. (Incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 15, 2020).
3.3		Certificate of Conversion from NV to DE as filed with DE. (Incorporated by reference to Exhibit 3.3 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 15, 2020).
3.4		Certificate of Conversion as filed with NV. (Incorporated by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 15, 2020).
3.5		Agreement and Plan of Conversion. (Incorporated by reference to Exhibit 3.5 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 15, 2020).
3.6		Certificate of Merger for 251 Merger. (Incorporated by reference to Exhibit 3.6 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 15, 2020).
3.7		251(g) Agreement and Plan of Merger. (Incorporated by reference to Exhibit 3.7 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 15, 2020).
3.8		Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2020).
3.9		Amended and Restated Bylaws of the Company. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2020).

3.10		Certificate of merger by and among Verity Merger Corp. and Healthcare Solutions Holdings, Inc. (Incorporated by reference to Exhibit 3.10 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2021).
31.1*		Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32.1*		Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
99.1		Discharge Order. (Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2018).

101.INS*		XBRL INSTANCE

101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION

101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION

101.LAB*		XBRL TAXONOMY EXTENSION LABELS

101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION

___________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HEALTHCARE SOLUTIONS MANAGEMENT GROUP, INC.

Dated: May 14, 2021	By:	/s/ Justin Smith
		Justin Smith
		Interim Chief Executive Officer and Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Justin Smith	Interim Chief Executive Officer and Interim Chief Financial Officer	May 14, 2021
Justin Smith	(principal executive officer and principal financials and accounting officer)

Healthcare Solutions Management Group, Inc. - FORM 10-Q - May 14, 2021

Attached files

Healthcare Solutions Management Group, Inc. Reports