Sec Form 13D Filing - Bellehumeur Alex filing for GENFLAT HLDGS INC (GFLT) - 2024-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT No. )

———————

 (Title of Class of Securities)

42240P 106

(CUSIP Number)

———————

Alex Bellehumeur

Linda Bellehumeur

Contained Resources, LLC

1718 Capitol Avenue

Cheyenne, WY 82001

Telephone: 725-266-7662

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

———————

Copy to:

David M. Bovi, Esq.

David M. Bovi, P.A.

2855 PGA Blvd., Suite 150

Palm Beach Gardens, FL 33410

(561) 655-0665

———————

December 20, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 42240P 106

CUSIP No. 42240P 106

This statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Issuer Common Stock”), of Healthcare Business Resources Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1983 N Berra Blvd, Tooele, Utah 84074.

(a), (f) This statement is being filed by:

(d) During the last five years, neither Mr. and Mrs. Bellehumeur nor Contained Resources has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither Mr. and Mrs. Bellehumeur nor Contained Resources was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On October 18, 2023, the Issuer entered into a Share Exchange Agreement (“Share Exchange Agreement”) with GenFlat, Inc. (“GenFlat”), a Delaware corporation, and GenFlat shareholders.  Contained Resources, among others, was a GenFlat shareholder. The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, 211,594,132 newly issued shares of Issuer common stock were issued to Contained Resources.

The description of the Share Exchange Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, a copy of which is attached as an exhibit hereto and is incorporated herein by reference.

The description in Item 3 is incorporated herein by reference to answer this Item 4.

At the date of this statement, except as set forth in this statement, neither Mr. and Mrs. Bellehumeur nor Contained Resources, have any plans or proposals which would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; except that either Mr. and Mrs. Bellehumeur or Contained Resources may, depending upon prevailing market prices or conditions, decide to increase or decrease its position in the Issuer through open market or privately negotiated transactions with third parties;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

The following corporate action is described in the Definitive 14C filed with the Securities and Exchange Commission on February 5, 2024:

(a) As a result of the Share Exchange Agreement and the transactions contemplated thereby, 211,594,132 newly issued shares of Issuer common stock were issued to Contained Resources, which constitutes approximately 20.0% of the issued and outstanding shares of Issuer common stock, based upon 1,054,150,000 shares of common stock outstanding as reported by the Issuer on its Definitive 14C filed with the Securities and Exchange Commission on February 5, 2024.

(b) Mr. and Mrs. Bellehumeur are Managing Members of Contained Resources, and each has voting and investment power over the 211,594,132 shares of Issuer common stock owned by Contained Resources. As a result of the foregoing, Mr. and Mrs. Bellehumeur are also considered beneficial owners of the 211,594,132 shares of Issuer common stock owned by Contained Resources.

(c) Other than the Share Exchange Agreement and the transactions contemplated thereby, neither Mr. and Mrs. Bellehumeur nor Contained Resources has effected any transaction in the Issuer common stock during the past 60 days.

(d) Other than Mr. and Mrs. Bellehumeur or Contained Resources, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e) Not applicable.

Other than as described in Items 3, 4 and 5, which descriptions are incorporated herein by reference in answer to this Item 6, and the agreements incorporated therein by reference and set forth as exhibits hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Mr. and Mrs. Bellehumeur or Contained Resources, and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

* Filed herewith.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2024