--- schema_version: "secwatch.filing_event.v1" accession: "0001654954-24-001242" form_type: "8-K/A" ticker: "GFLT" cik: "0001796949" company_name: "GenFlat Holdings, Inc." filed_at: "2024-02-02T23:59:59+00:00" generated_at: "2026-06-06T10:01:40.427290+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # HBR completes reverse merger with GenFlat, shifts to collapsible container business; auditor flags going concern ## Summary - HBR acquired 97.22% of GenFlat shares for 1,043,847,000 HBR shares; 11M HBR shares canceled. - GenFlat paid $77,500 in HBR payables and retired HBR's senior secured convertible credit line. - Drew D. Hall appointed sole director, CEO & CFO; Joseph J. Maggio President; Garrett R. Hall COO. - GenFlat's audited FY2023/2022 financials show recurring losses and negative operating cash flow. - Auditor BF Borgers CPA PC expresses substantial doubt about GenFlat's ability to continue as a going concern. ## SEC filing metadata - accession: 0001654954-24-001242 - form_type: 8-K/A - ticker: GFLT - cik: 0001796949 - company_name: GenFlat Holdings, Inc. - filed_at: 2024-02-02T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 9.01, 1.01, 2.01, 2.03, 2.05, 3.02, 5.01, 5.02, 5.03, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/hbr_8ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001654954-24-001242 - JSON: https://secwatch.observer/filing/0001654954-24-001242.json - Plain text: https://secwatch.observer/filing/0001654954-24-001242.txt ## Key facts - Executive change Joseph J. Maggio was appointed as President at GenFlat Holdings, Inc.. - Action: appointed - Role: President source text: Joseph J. Maggio President evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm - Executive change Howard Wall, III resigned as Director at GenFlat Holdings, Inc.. - Action: resigned - Role: Director source text: On December 20, 2023 (i) each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, III, a director of the Company, resigned; evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm - Executive change Garrett R. Hall was appointed as Chief Operations Officer at GenFlat Holdings, Inc.. - Action: appointed - Role: Chief Operations Officer source text: Garrett R. Hall Chief Operations Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm - Executive change Drew D. Hall was appointed as Chief Executive Officer, Chief Financial Officer, Director at GenFlat Holdings, Inc.. - Action: elected / appointed - Role: Chief Executive Officer, Chief Financial Officer, Director source text: Drew D. Hall was elected to the Board of Directors as the sole director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm - Executive change Stephen Epstein resigned as Sole Officer and Director at GenFlat Holdings, Inc.. - Action: resigned - Role: Sole Officer and Director source text: On December 20, 2023 (i) each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, III, a director of the Company, resigned; evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm - Governance Changes GenFlat Holdings, Inc.: Fiscal year end changed to June 30 as a result of reverse acquisition accounting treatment (effective 2024-02-02). - Change: fiscal year change - Effective: 2024-02-02 source text: In accordance with “reverse acquisition” accounting treatment, the historical financial statements of GenFlat as of period ends, and for periods ended, prior to the acquisition will become the historical financial statements of the Company in all future filings with the SEC, and our fiscal year end is now June 30. evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm - M&A Transactions GenFlat Holdings, Inc. completed an acquisition involving GenFlat stockholders (closed 2023-12-20). - Action: acquisition - Counterparty: GenFlat stockholders - Closing: 2023-12-20 source text: The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company acquired 97.22% of the outstanding shares of common stock of GenFlat from GenFlat stockholders who were a party to the Share Exchange Agreement in exchange for 1,043,847,000 shares of common stock of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm - M&A Transactions GenFlat Holdings, Inc. underwent a change of control (closed 2023-12-20). - Action: change of control - Closing: 2023-12-20 source text: Additionally, at the closing, a change in control of the Company occurred whereby the existing members of the Company’s executive management and board of directors resigned, and Genflat’s designees were appointed as members of the Company’s executive management and board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm - Material Agreements GenFlat Holdings, Inc. entered into Share Exchange Agreement with GenFlat, Inc. and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat (effective 2023-10-18). - Action: entry - Agreement: merger - Counterparty: GenFlat, Inc. and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat - Effective: 2023-10-18 source text: on October 18, 2023, Healthcare Business Resources Inc. (the “ Company ”) entered into a Share Exchange Agreement (“ Share Exchange Agreemen t”) with GenFlat, Inc. (“ GenFlat ”), a Delaware corporation, and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat. evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495424001242/0001654954-24-001242-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.