Revenue Recognition

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) or (“ASC Topic 606”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The new guidance provides a five-step process for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also requires expanded qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for public companies with annual reporting periods beginning after December 31, 2017 and is to be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial adoption. Early adoption is permitted for all entities but not before the original effective date for public entities. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. As an emerging growth company, the Company has an option to adopt with all other entities.

The Company plans to recognize revenue from contracts with its customers under ASC Topic 606. As sales are expected to be primarily from sales of advisory services, the Company does not expect significant post-delivery obligations. Revenue from sales of advisory services is recorded over the period earned and are recognized under ASC Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements:

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Executed contracts with the Company’s customers that it believes are legally enforceable;

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Identification of the performance obligation within the respective contract, which is the delivery of service;

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Determination of the transaction price for each performance obligation in the respective contract;

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Allocation of the transaction price to each performance obligation; and

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Recognition of revenue only when the Company satisfies each performance obligation

As of August 31, 2020, 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 by 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.

We plan to charge clients a fee for our management consulting services based on time (e.g. hourly or project-based or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of ~~August~~May 31, ~~2020,~~2021, 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 ~~August~~May 31, ~~2020,~~2021, we have generated limited 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.

We plan to charge clients a fee for our financial incentives services 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.

~~Emerging Growth Company~~

The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"),Basic and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statementdeclared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Expenses~~

~~Expenses include sales and marketing costs, payroll and related benefit costs, insurance expenses, legal and professional fees and administrative overhead. Expenses are recognized when incurred.~~

~~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 August 31, 2020.

~~Net loss per share~~Diluted Loss Per Share

The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period. Diluted ~~earnings~~loss per share is calculated by dividing the Company’s net ~~income~~loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. Diluted net loss per share is the same as basic net loss per share for periods where the Company reported a net loss because including the 3,000,000 dilutive securities would be anti-dilutive.

~~Fair value of Financial Instruments~~Recent Accounting Pronouncements

The Company’s financial instruments consist primarily of cash and accounts payables. The carrying values of these financial instruments approximate their respective fair values as they are short-term in natureCompany does not believe that any recently issued effective pronouncements, or ~~carry interest rates that approximate market rate.~~

~~Other Recently Issued Accounting Guidance~~

~~During the period from September 9, 2019 through August 31, 2020, the FASB~~pronouncements issued ~~certain other accounting standard updates that were~~but not ~~relevant to the Company’s operations.~~

~~Covid – 19~~

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 mayyet effective, if adopted, would have a material ~~adverse~~ effect on the ~~Company’s~~accompanying consolidated financial condition, liquidity, and future results of operations for the Company’s fiscal year ending February 29, 2021 and beyond. Management is actively monitoring the impact of the global pandemic on its financial condition, liquidity, operations, industry, and workforce.statements.

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 29, 2021.

The impacts of the current COVID-19 pandemic are broad reaching and the impacts on the Company’s sales of advisory services is to date unknown. Due to the COVID-19 outbreak, there is significant uncertainty surrounding the potential impact on the Company’s future results of operations and cash flows and its ability to raise capital. Continued impacts of the pandemic could materially adversely affect the Company’s near-term and long-term revenues, earnings, liquidity, and cash flows as the Company’s customers may request temporary relief, delay or not make scheduled payments on their payment commitments. The Company is actively working with its operators to proactively manage the impact of the pandemic on its business and the business of the operators.

NOTE 3. NOTE RECEIVABLE

On March 12, 2021, our Company, through its wholly owned subsidiary HBR Pointclear, LLC, a Delaware limited liability company (“HBRP”); and PointClear Solutions, Inc., an Alabama corporation (“PointClear”) entered into an Option Agreement to Purchase Business Assets (the “Option Agreement”). The term of the Option (the “Option Term”) commenced on March 12, 2021, and automatically expires on August 1, 2022 (the “Option Termination Date”), unless duly extended, exercised, or sooner terminated as provided in the Option Agreement.

PointClear is a health care focused information technology solutions company that provides its clients technology driven solutions based upon its three core competencies; (i) Strategic planning, (ii) Digitization and Design, and (iii) Production and Implementation (the “Business”). Pursuant to the Option Agreement, PointClear granted to HBRP an exclusive non-cancelable option (the “Option”) to require PointClear to enter into an Asset Purchase Agreement (the “Asset Purchase Agreement”) under which, HBRP may (i) purchase all of PointClear’s tangible and intangible assets used in, or useful to the Business (the “Business Assets”), and (ii) the assume certain defined liabilities and contracts related to the Business. The Option provides HBRP the right, but not the obligation, to (i) enter into the Asset Purchase Agreement at any time until August 1, 2022 (the “Option Term”), and (ii), require PointClear to sell the Business Assets and perform under the Asset Purchase Agreement.

Pursuant to the Option, HBRP shall arrange for a unsecured loan of up to $750,000 to PointClear (the “Improvement Loan”) pursuant to the Improvement Loan Agreement (the “Improvement Loan Agreement”), as consideration for obtaining rights under the Option. The loan agreement matures on the earlier of August 1, 2022, or the closing of the purchase of the Asset Purchase Agreement. PointClear is required to use the proceeds under the Improvement Loan to improve the Business and offset operating costs. If HBRP elects to exercise the Option it shall be obligated to pay to PointClear the consideration set forth in the Asset Purchase Agreement and comply with such other terms and conditions that are set forth in the Asset Purchase Agreement. The repayment of any monies lent under the Improvement Loan Agreement to PointClear will be determined based on whether or not HBRP elects to exercise the Option and enter into the Asset Purchase Agreement with Pointclear. The Option Agreement contains customary representations, warranties and covenants of PointClear and HBRP. As of May 31, 2021, the Company has loaned $200,000 to Pointclear, with interest receivable of $2,532.

NOTE 4. NOTE PAYABLE

On March 15, 2021, our Company issued to Mark Huber a Promissory Note in the aggregate principal amount of $200,000 (the “Third Party Promissory Note”). The principal amount of $200,000 plus all interest under the Third Party Promissory Note will be due and payable two hundred seventy (270) days from March 15, 2021 (the “Maturity Date”). Interest on the Third Party Promissory Note will accrue at a rate of 3.0% per annum, beginning on March 15, 2021, until the principal amount and all accrued but unpaid interest shall have been paid. The Third Party Promissory Note is an unsecured debt obligation of the Company. As of May 31, 2021, the note payable balance was $200,000, with accrued interest of $1,266.

NOTE 5. EQUITY

~~Stock Split~~Common stock

~~On July 27, 2020,~~During the three months ended May 31, 2021, the Company ~~effected a~~ ~~20-for-1 stock split~~sold 70,000 shares of ~~its~~our common stock ~~in the form~~to investors who are “accredited investors,” as that term is definedRule 501(a) of ~~a stock dividend.~~Regulation Dfor total consideration of $35,000, or $0.50 per share. The Company ~~has retroactively restated its stockholders’ equity section by increasing~~paid transaction fees of $4,580 resulting in net proceeds of $30,420.

During the three months ended May 31, 2021, the Company issued 77,000 shares of common stock ~~and decreasing additional paid in capital for the par~~with a fair value of ~~the shares~~$38,500 to ~~show the impact~~settle $38,500 of ~~the 20-to-1 increase in number of shares outstanding.~~accounts payable.

Incentive Stock Options

~~On August 8, 2020, we granted non-qualified stock~~During the three months May 31, 2021, the Board of Directors approved grants of 2,105,000 options to ~~purchase up to 3,000,000 shares of our common stock at the~~consultants. The options have an exercise price of ~~$.50 per share for a ten-year term~~$0.50 and expire five-years following issuance. The total fair value of these option grants at issuance was $816,439. Of the newly granted options 528,750 vested at issuance and the remaining options vest over periods from five to ~~certain of our officers, directors and consultants who are performing~~ ~~additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation.~~

~~The table below summarizes information related to options issued and vested during the three and six months ended August 31, 2020:~~

Options Granted

# of
Options

Weighted Avg. Exercise price

Weighted Avg. Grant date fair value

Weighted Avg remaining life (in years)

Outstanding at March 1, 2020
  -
  -
  -
  -
Granted
  3,000,000
$0.50
$1,417,640
  10
Exercised
  -
  -
  -
  -
Forfeited and expired
  -
  -
  -
  -
Outstanding at August 31, 2020
  3,000,000
$0.50
$1,417,640
  10
Vested at August 31, 2020
  3,000,000
$0.50
$1,417,640
  10

twenty five months.

During the ~~six~~three months ended ~~August~~May 31, ~~2020,~~2021, the Company recognized $252,852 of stock-based compensation related to outstanding stock options. At May 31, 2021, the Company had $398,138 of unrecognized expenses related to options.

		Weighted Average
	Number of Options	Exercise Price Per Share
Outstanding at February 28, 2021	785,000	$0.50
Granted	2,105,000	0.50
Exercised	-	-
Forfeited and expired	(460,000)	0.50
Outstanding at May 31, 2021	2,430,000	$0.50

The following table discloses information regarding outstanding and exercisable options at May 31, 2021:

		Outstanding			Exercisable
		Weighted Average	Weighted Average		Weighted Average
Exercise Price	Number of Options	Exercise Price Per Share	Remaining Life (Years)	Number of Options	Exercise Price Per Share
$0.50	2,430,000	$0.50	6.18	1,407,750	$0.50

As of May 31, 2021, the options vested and outstanding had no intrinsic value. The aggregate fair value of the options ~~granted was $1,417,640 of which all had vested. The fair value of~~measured during the ~~options was determined~~three months ended were calculated using the Black-Scholes option pricing model ~~with~~based on the following assumptions:

Expected life	105 years
Volatility	~~120.59%~~ 106.95- 108.26%
Dividend yield	0%
Risk free interest rate	~~0.59%~~0.71% - 0.90%

~~NOTE 4. INCOME TAXES~~

No provision for federal income taxes has been recognized for the three and six months ended August 31, 2020 has the Company incurred a net operating loss for income tax purposes and has no carry back potential. The components of deferred tax asset at August 31, 2020, are as follow:

	~~2020~~
~~Net operating loss~~	$~~317,900~~
~~Less: Valuation Allowance~~	$~~(317,900~~)
~~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 August 31, 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 $1,513,000 which expire on 2035.

NOTE 5.6. COMMITMENTS AND CONTINGENCIES

The Company is not aware of any other commitments or contingencies that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

NOTE 6.7. 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.

NOTE 8. SUBSEQUENT EVENTS

Between June 1, 2021 and July 15, 2021, the Company issued 116,000 shares of common stock for net cash proceeds of $58,000.

On June 10, 2021, our Company issued to Kenneth Hawkins, a member of our Company’s board of directors, a promissory note in the aggregate principal amount of $50,000 (the “$50,000 Promissory Note”). The principal amount of $50,000 plus all interest under the $50,000 Promissory Note will be due and payable two hundred seventy (270) days from June 10, 2021. Interest on the $50,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on June 10, 2021, until the principal amount and all accrued but unpaid interest shall have been paid. The $50,000 Promissory Note is an unsecured debt obligation of the Company.

On June 11, 2021, our Company issued to Ethan Kellum a promissory note in the aggregate principal amount of $25,000 (the “$25,000 Promissory Note”). The principal amount of $25,000 plus all interest under the $25,000 Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by our Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.5% per annum, beginning on the date the principal amount is received by our Company until the principal amount and all accrued but unpaid interest shall have been paid. The $25,000 Promissory Note is an unsecured debt obligation of the Company. Our Company received the principal amount of the $25,000 Promissory Note on June 11, 2021.

On June 18, 2021, we and HBR Sub, Inc., a Delaware corporation and our wholly owned subsidiary entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with UserTech U.S. LLC, a Delaware limited liability company (“UPlus”) and UPlus Health, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UPlus (“UPlus Health”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, HBR Sub, Inc. was merged with and into UPlus Health, with UPlus Health surviving the merger on the terms and subject to the conditions set forth in the Merger Agreement and certain ancillary agreements. UPlus Health is now our Company’s wholly owned subsidiary. The consideration for the merger consisted of our Company’s issuance to UPlus of 1,000,000 shares of our common stock and a three-year warrant to purchase 1,400,000 shares of our common stock for $0.50 per share, subject to the Special Adjustments described in the Merger Agreement, which includes UPlus’ right to unwind the merger in the event we fail to meet the Financial Metrics Plan described in the Merger Agreement.

I~~TEM~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Information

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

Examples of forward-looking statements include:

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the timing of the development of future products;

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

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statements of our plans and objectives;

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statements regarding the capabilities of our business operations;

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statements of expected future economic performance;

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statements regarding competition in our market; and

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assumptions underlying statements regarding us or our business.

The ultimate correctness of these forward-looking statements depends upon several known and unknown risks and events. We discuss our known material risks under “Risk Factors” in our most recent ~~Registration Statement~~Annual Report on Form ~~S-1~~10-K filed with the Securities and Exchange Commission on ~~September 22, 2020.~~June 7, 2021. However, readers should carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission, particularly any future Annual Reports on Form 10- K, any Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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

Overview

We operate primarily in the healthcare industry and provide services that 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.

Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Healthcare Business Resources Inc. and its subsidiary HBR Business Development, LLC.

Principal Services

We are in our development stage. We plan to generate revenue by providing consulting services. These services include:

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management consulting related to sales, marketing, business development and advisory board functions to healthcare organizations; ~~and~~

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financial incentive program services to identify grants, tax credits and other government incentives for companies across a variety of industries including ~~healthcare.~~healthcare; and

●

technology consulting and engineering services.

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 limited revenues to date, we believe we will successfully execute our business plan.

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 face 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 project-based or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of ~~August~~May 31, ~~2020,~~2021, 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 ~~August~~May 31, ~~2020,~~2021, we have generated limited ~~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 May 31, 2021,we generated no revenue fromfinancial incentive program services. 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.

Technology consulting and engineering services

Our technology consulting and engineering services include digital strategy, design, development, and management services, with expertise in enterprise software, mobile and web-based application solutions. These services are designed to help clients speed innovation, expand market share, drive revenue, and encourage patient satisfaction and population health.

As part of our technology consulting and engineering services, we perform an initial review of aprospective clients' challengesand relevant technologies to determine areas for potential improvement and growth opportunities. We charge clients a fee for our technology consulting and engineering services based on the project.

As of May 31, 2021,we generated no revenue from technology consulting and engineering services and we are unable to determine how long, if ever, it wouldtake to continue to attract payingclients. We cannot assure you that we will ever generate enough revenue to sustain our operations.

Strategy

The key elements of our business model and growth strategy are as follows:

Attract ~~highly qualified~~highlyqualified 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.

Grow our network of ~~potential~~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.

Pursue ~~strategic acquisitions~~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~~are not ~~pursued~~evaluating 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.

Results of Operations for the three months ended ~~August~~May 31, 2021 compared to three months May 31, 2020

~~The Company was not in existence at August 31, 2019; therefore, no comparable data is presented.~~

Revenues: We generated ~~$2,009~~$6,408 of revenues for the three months ended ~~August~~May 31, ~~2020. Our revenues came from management consulting services performed for our customer.~~

~~Operating Expenses: Overall operating expenses increased~~2021 compared to ~~$1,471,646~~$0 for the three months ended August 31, generally because of the issuance of stock options to our management team and other consultants in lieu of cash compensation with a fair market value of $1,417,640 and advertising and marketing expenses of $25,896 and legal and professional fees of $25,200 related to our S-1 filing.

~~Results of Operations for the six months ended August 31, 2020~~

~~The Company was not in existence at August 31, 2019; therefore, no comparable data is presented.~~

~~Revenues: We generated $2,009 of revenues for the six months ended Augustly~~May 31, 2020. Our revenues came from management consulting services performed for customers.

Operating Expenses: ~~Our~~Operating expenses increased to $346,377 for the three months ended May 31, 2021 compared to $44,292 for the three months ended May 31, 2020. The increase in operating expenses were ~~$1,513,929 and were comprised~~ mainly ~~of the stock options issued~~attributed to ~~members of management and other consultants with a fair market value of $1,417,640~~increase in ~~lieu of cash compensation and total advertising and marketing expenses of $37,896 and~~ legal and professional ~~fees~~expenses of ~~$57,431 related to filing~~$54,356 and stock based compensation of ~~our S-1 with the Securities and Exchange Commission.~~$252,852.

Liquidity and Capital Resources

~~Our balance sheet as of August~~On May 31, ~~2020 as compared to February 29, 2020 reflects a decrease of~~2021, we had cash of ~~$95,463 due primarily to a net loss~~$42,914 and we had working capital deficit of ~~$1,513,929 with an offset of the non-cash addback related to the stock- based compensation attributable to the stock options issued to management and consultants.~~$255,254.

In the future, we plan to try and raise additional capital through the issuance of additional shares of common stock or preferred stock. If we issue additional shares of common stock in the future, our then-existing stockholders may face substantial dilution.

No assurance can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of our operations and financial condition. Our failure to raise additional funds if needed in the future will adversely affect our business operations, which may require us to suspend our operations and lead you to lose your entire investment.

It is likely that our operating losses will increase in the future and it is very possible we will never achieve or sustain profitability. We

may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall or other unanticipated changes in our industry. Any failure by us to accurately make predictions would have a material adverse effect on our business, results of operations and financial condition.

Summary of Cash Flows

Cash used in operating activities

Net cash used in operating activities was $22,561 and $18,411 for the three months ended May 31, 2021 and 2020, respectively, and mainly included stock based compensation, loss on settlement of accounts payable, professional fees to our consultants, attorneys and accountants.

Cash used in investing activities

Net cash used by investing activities was $200,000 for the three months ended May 31, 2021. The amount used in 2021 is related to our option agreement with Pointclear Solution, Inc. We had no investing activities for the three months ended May 31, 2020.

Cash provided by financing activities

Net cash provided by financing activities was $230,420 for the three months ended May 31, 2021, related to the sale of common stock and proceeds from note payable. We had no financing activities for the three months ended May 31, 2020.

COVID-19

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 29, ~~2021~~2022 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 29, ~~2021.~~2022.

The impacts of the current COVID-19 pandemic are broad reaching and the impacts on the Company’s sales of advisory services is to

date unknown. Due to the COVID-19 outbreak, there is significant uncertainty surrounding the potential impact on the Company’s future results of operations and cash flows and its ability to raise capital. Continued impacts of the pandemic could materially adversely affect the Company’s near-term and long-term revenues, earnings, liquidity, and cash flows as the Company’s customers may request temporary relief, delay or not make scheduled payments on their payment commitments. The Company is actively working with its operators to proactively manage the impact of the pandemic on its business and the business of the operators.

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

As of ~~August~~May 31, ~~2020, we~~2021, we do not have ~~an interest in~~ any off-balance sheet arrangements~~as defined in Item 303(a)(4) of Regulation S-K~~ that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

There have been no material changes outside the ordinary course of business in our contractual commitments during the three months ended ~~August~~May 31, ~~2020.~~2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

I~~TEM~~ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Our ~~management, with the participation of~~chief executive officer, who serves as our ~~Principal Executive Officer~~principal executive officer and ~~Principal Financial Officer,~~principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures ~~as of August 31, 2020. The term “disclosure controls and procedures,” as~~(as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act~~Act), as of ~~1934, means~~the end of the period covered by this report on Form 10-K. Based on this evaluation, our principal executive officer/principal financial officer concluded that as a result of the material weakness in our internal control over financial reporting discussed below, our disclosure controls and ~~other~~ procedures ~~of a company that are designed to ensure~~were not effective at ensuring that information required to be disclosed ~~by a company~~ in the reports ~~that it files~~we file or ~~submits~~submit under the ~~Securities~~ Exchange Act ~~of 1934~~ is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC’s~~Securities and Exchange Commission's rules and ~~forms. Disclosure controls~~forms and ~~procedures include controls and procedures designed to ensure~~ that such information ~~required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934~~ is accumulated and communicated to ~~the Company’s~~our management, including ~~its principal~~our chief executive officer and ~~principal~~our chief financial ~~officers,~~officer, or persons performing similar functions, as appropriate to allow timely decisions regarding ~~required~~ disclosure. ~~Management recognizes that any~~

The matters involving internal controls and procedures ~~no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and~~that our management necessarily applies its judgment in evaluating the cost- benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of August 31, 2020, our Principal Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

~~In connection with management’s assessment of our internal control over financial reporting, we identified the following~~considered to be material weaknessesin our internal control over financial reporting as of ~~August~~May 31, ~~2020:~~2021 include the following:

●

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

●

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

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

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

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

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during

the quarter ended ~~August~~May 31, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

I~~TEM~~ITEM 1. LEGAL PROCEEDINGS.

Not Applicable.

I~~TEM~~ITEM 1A. RISK FACTORS.

~~The following risk factors supplement the Risk Factors described in our Form S-1 Registration Statement filed on September 22, 2020and should be read in conjunction therewith.~~Not Applicable.

~~The novel strain of coronavirus (“COVID-19”) could have an adverse effect on our business operations.~~

~~In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China. The World Health Organization has declared COVID-19 to constitute a global pandemic.~~ ~~Disruptions to our business operations could occur as a result of~~ ~~quarantines~~ ~~of employees and suppliers in areas affected by the outbreak, facility closures, and travel and logistics restrictions in connection with the outbreak.~~

I~~TEM~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~During~~Set forth below is information regarding all securities issued by our Company during the period covered by this ~~report, our Company has sold the following securities without registering the securities under the Securities Act:~~report:


~~Date~~	~~Security~~
~~August 2020~~	~~3,000,000 non-qualified stock options to purchase shares of Company common stock at the exercise price of $.50 per share issued in exchange for services.~~

March 2021 – May 2021 Private Placement

~~No underwriters were utilized~~During March 2021 – May 2021, we issued 70,000 shares of to our common stock to investors who are “accredited investors,” as that term is defined Rule 501(a) of Regulation D for total consideration of $35,000, or $0.50 per share. The Company paid transaction fees of $4,580 resulting in net proceeds of $30,420.

March 2021 – May 2021 Option Grants - Consultants

During March 2021 – May 2021, we granted non-qualified stock options to purchase up to 2,105,000 shares of our common stock at the exercise price of $0.50 per share to consultants.

March 2021 Private Placement - Consultant Shares

In March 2021 we issued a total of 77,000 shares of our common stock to two separate consultants in exchange for $38,500 in total consulting services, or $0.50 per share, for services rendered by these persons to our Company.

In connection with the above transactions, no general solicitation occurred, no commission or other remuneration was paid, and no ~~commissions or fees were paid with respect to any of the above transactions.~~underwriter participated. We relied upon on ~~Sections~~the exemption from registration provided in Section 4(a)(2), Regulation D, Regulation S and ~~4(a)(5)~~Rule 701 of the Securities ~~Act and Rule 506(b) of Regulation D of the Securities Act since the transactions did not involve any public offering.~~Act.

I~~TEM~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

I~~TEM~~ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Not Applicable.

I~~TEM 5. OTHER INFORMATION.~~

~~Not Applicable.~~

I~~TEM~~ITEM 6. EXHIBITS.

EXHIBIT INDEX

SEC Reference Number		Title of Document	~~Location~~
3.1		Certificate of Incorporation		Incorporated by reference to ~~our~~Company’s Form S-1 Registration Statement filed on ~~June 8,~~ 06/08/2020
3.2	~~Bylaws~~	Bylaws		Incorporated by reference to ~~our~~Company’s Form S-1 Registration Statement filed on ~~June 8,~~ 09/22/2020
10.1		Option Agreement with PointClear		Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
10.2		Form of Asset Purchase Agreement, attached as Exhibit A to Option Agreement with PointClear		Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
10.3		Improvement Loan Agreement with PointClear		Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
10.4		Form of Promissory Note, attached as Exhibit A to Improvement Loan Agreement with PointClear		Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
10.5		Promissory Note – Huber		Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
31.1		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company		Filed ~~herewith~~Herewith
31.2		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company		Filed ~~herewith~~Herewith
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and Principal Financial Officer of the Company		Filed ~~herewith~~Herewith
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and Principal Financial Officer of the Company		Filed ~~herewith~~Herewith
101		XBRL data files of ~~Condensed~~ Financial Statements and Notes contained in this ~~Quarterly~~Quaterly Report on Form ~~10-Q~~10-K
104		Cover Page Interactive Data File

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report ~~to be~~ signed on its behalf by the undersigned, thereunto duly authorized on ~~October 16, 2020.~~July 20, 2021.

	Healthcare Business Resources Inc. Registrant

	By:	/s/ Stephen Epstein
		Stephen Epstein
		Chief Executive Officer and Chief Financial Officer

816


(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: ~~August 31,2020~~ May 31, 2021
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-56214

Healthcare Business Resources Inc.
(Exact name of registrant as specified in its charter)

Delaware		84-3639946
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

718 Thompson Lane, Suite 108-273 Nashville, TN		37204
(Address of principal executive offices)		(Zip Code)

615-856-5542
(Registrant’s telephone number, including area code)

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

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

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