0001418115false--09-30falseQ320210.00112773306000014181152020-10-012021-06-300001418115hsmg:HSHMember2021-04-012021-04-1500014181152019-10-012020-09-300001418115hsmg:JonathanLoutzenhiserMember2021-06-300001418115hsmg:JHMAIncMember2021-06-300001418115hsmg:HealthcareSolutionsDXIncMember2021-06-300001418115hsmg:BOAMIncMember2021-06-300001418115hsmg:JonathanLoutzenhiserMember2020-09-300001418115hsmg:BLSIncMember2020-09-300001418115hsmg:JHMAIncMember2020-09-300001418115hsmg:HealthcareSolutionsDXIncMember2020-09-300001418115hsmg:BOAMIncMember2020-09-300001418115hsmg:BLSIncMember2021-06-3000014181152020-12-310001418115us-gaap:ComputerSoftwareIntangibleAssetMembersrt:MinimumMember2020-10-012021-06-300001418115us-gaap:ComputerSoftwareIntangibleAssetMembersrt:MaximumMember2020-10-012021-06-300001418115us-gaap:FurnitureAndFixturesMembersrt:MaximumMember2020-10-012021-06-300001418115us-gaap:FurnitureAndFixturesMembersrt:MinimumMember2020-10-012021-06-300001418115us-gaap:OfficeEquipmentMember2020-10-012021-06-300001418115hsmg:AugustTwoThousandTwentyMemberhsmg:MergerAgreementMember2020-10-012021-06-300001418115us-gaap:RetainedEarningsMember2021-06-300001418115us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-300001418115us-gaap:AdditionalPaidInCapitalMember2021-06-300001418115us-gaap:CommonStockMember2021-06-300001418115us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-10-012021-06-300001418115us-gaap:RetainedEarningsMember2020-10-012021-06-300001418115us-gaap:CommonStockMember2020-10-012021-06-300001418115us-gaap:AdditionalPaidInCapitalMember2020-10-012021-06-300001418115us-gaap:RetainedEarningsMember2020-09-300001418115us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-09-300001418115us-gaap:AdditionalPaidInCapitalMember2020-09-300001418115us-gaap:CommonStockMember2020-09-3000014181152020-06-300001418115us-gaap:RetainedEarningsMember2020-06-300001418115us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-06-300001418115us-gaap:AdditionalPaidInCapitalMember2020-06-300001418115us-gaap:CommonStockMember2020-06-300001418115us-gaap:RetainedEarningsMember2019-10-012020-06-300001418115us-gaap:AdditionalPaidInCapitalMember2019-10-012020-06-300001418115us-gaap:CommonStockMember2019-10-012020-06-3000014181152019-09-300001418115us-gaap:RetainedEarningsMember2019-09-300001418115us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-09-300001418115us-gaap:AdditionalPaidInCapitalMember2019-09-300001418115us-gaap:CommonStockMember2019-09-3000014181152019-10-012020-06-3000014181152020-04-012020-06-3000014181152021-04-012021-06-3000014181152020-09-3000014181152021-06-3000014181152021-08-16iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesutr:sqft

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~~June 3130, 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.)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
387 Corona St., Suite 555, Denver, CO		80218
3 School St, Suite 303, Glen Cove NY		11542
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (~~720~~866) ~~442~~668-~~7000~~2188

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~~August 1416, 2021, was 1,273,330,615 shares.

DOCUMENTS INCORPORATED BY REFERENCE — NONE

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements (unaudited)	~~F-1~~4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	418
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	722
Item 4.	Controls and Procedures	722
Part II – OTHER INFORMATION		23
Item 1.	Legal Proceedings	923
Item 1A.	Risk Factors	923
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	923
Item 3.	Defaults Upon Senior Securities	923
Item 4.	Mine Safety Disclosures	923
Item 5.	Other Information	923
Item 6.	Exhibits	1023
SIGNATURES		1125

2 Table of Contents

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
Consolidated Balance Sheets, June 30, 2021 (unaudited), and September 30, 2020		5
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 Operations, for the Three and Nine Months Ended June 30, 2021, and June 30, 2020		6
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 Changes in Stockholders’ (Deficit), for the Nine Months Ended June 30, 2021 and June 30, 2020		7
Unaudited Consolidated Statements of Cash Flows, for the Six Months Ended March 31, 2021 and March 31, 2020		F-5
Unaudited Consolidated Statements of Cash Flows, for the Nine Months Ended June 30, 2021 and June 30, 2020		8
Notes to the Unaudited Interim Consolidated Financial Statements		~~F-6~~9

~~F-1~~4 Table of Contents

Healthcare Solutions Management Group, Inc.
Consolidated Balance Sheets
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(unaudited)
	3/31/2021			9/30/2020
	June 30,			September 30,
	2021			2020
ASSETS
CURRENT ASSETS
Cash	$	431,829		$	841,349
Cash	$	121		$	165
Accounts receivable/Other receivable		763,369			74,622
Total current assets		121			165
Prepaid expenses		9,625			60,666
TOTAL ASSETS		121		$	165
Investments		89,768,422			83,087,469
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total current assets		90,973,244			84,064,105
CURRENT LIABILITIES
Equipment		1,749,207			587,083
Accounts payable	$	-		$	88,064
Total Assets	$	92,722,451		$	84,651,188
Accrued liabilities-related party					-
LIABILITIES & STOCKHOLDERS' DEFICIT
Notes payable		-			215,323
Current liabilities
Notes payable related parties		-			4,001,267
Accounts payable	$	226,475		$	109,313
PPP loan		210,500			210,500
Notes payable		400,000			465,323
Receiver certificate		-			65,000
Accrued interest payable		-			16,877
Interest payable		-			33,093
Total current liabilities		-			4,386,531
Notes payable related party		12,423,406			13,447,615
Total liabilities		-			4,386,531
Total current liabilities		13,260,381			14,330,844
Commitments and Contingencies		-			-
Total liabilities		13,260,381			14,330,844
STOCKHOLDERS EQUITY (DEFICIT)
Stockholders' Equity
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
Common stock, par value $0.001, 1,273,330,615 and 127,733,060 issued and
Paid in capital		16,045,697			11,657,533
outstanding as of June 30, 2021, and September 30, 2020, respectively		1,273,331			127,333
Accumulated earnings (deficit)		(16,172,909	)		(16,171,231	)
Additional paid in capital		100,867,019			97,713,550
Total stockholders deficit		121			(4,386,366	)
Accumulated other comprehensive income		5,543,405			(1,137,548	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	121		$	165
Accumulated deficit		(28,221,684	)		(26,382,990	)
The accompanying notes are an integral part of the consolidated financial statements.
Total Stockholders' Equity		79,462,070			70,320,344
Total Liabilities and Stockholders' (Equity)	$	92,722,451		$	84,651,188
The accompanying notes are an integral part of these financial statements.

~~F-2~~5 Table of Contents

Healthcare Solutions Management Group, Inc.
Unaudited Consolidated Statements of Operations
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(unaudited)
	Three Months			Three Months			~~Six~~Nine Months			~~Six~~Nine Months
	Ended			Ended			Ended			Ended
	March 31,			March 31,			March 31,			March 31,
	June 30,			June 30,			June 30,			June 30,
	2021			2020			2021			2020
Sales	$	-		$	-		$	-		$	-
Revenue
Operating expenses:
Sales	$	2,500,868		$	745,019		$	5,981,542		$	1,551,119
Bank services charges		22			46			44			101
Gross profit	$	2,500,868		$	745,019		$	5,981,542		$	1,551,119
Professional fees											1,355
Operating Expenses:
Stock transfer fees					1,107						1,107
Administrative expenses		779,560			250,282			2,088,254			1,003,088
Total operating expenses		22			1,153			44			2,563
Contractors expenses		2,495,245			1,157,046			5,598,197			3,772,844
Income (loss) from operations		(22	)		(1,153	)		(44	)		(2,563	)
Total operating expenses		3,274,805			1,407,328			7,686,451			4,775,932
(Loss) from operations		(773,936	)		(662,309	)		(1,704,909	)		(3,224,814	)
Other income (expense)
Interest income (expense), net		-			(1,625	)		(1,634	)		(3,255	)
Miscellaneous income		-			11,542			-			15,042
Misc income		-			10,777			-			12,777
Interest income (expense), net		-			(6,500	)		(133,785	)		(6,500	)
Total other income (expense)		-			9,152			(1,634	)		9,522
Income (loss) before provision for income taxes		(773,936	)		(657,267	)		(1,838,694	)		(3,216,272	)
Income (loss) before income taxes		(22	)		7,999			(1,678	)		6,959
Provision for income taxes		-			-			-			-
Provision for income taxes (benefit)		-			-			-			-
Net (Loss)	$	(773,936	)	$	(657,267	)	$	(1,838,694	)	$	(3,216,272	)
Net income (loss)	$	(22	)	$	7,999		$	(1,678	)	$	6,959
Basic and diluted earnings (loss) per common share	$	(0.06	)	$	(0.05	)	$	(0.14	)	$	(0.25	)
Basic and diluted earnings (loss) per common share	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Weighted average number of shares outstanding		1,084,429,919			127,333,060			608,525,404			127,333,060
Weighted-average number of common shares outstanding:
The accompanying notes are an integral part of these financial statements.
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~~6 Table of Contents

Healthcare Solutions Management Group, Inc.
Healthcare Solutions Holdings, Inc.
Consolidated Statements of Changes in Stockholders Equity (Deficit)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
					Additional			Accumulated			~~Total~~			Total
	Common Stock				Paid-in			~~Accumulated~~Other			~~Stockholders'~~Retained			Stockholders'
	Shares		Value		Capital			~~Deficit~~Comp Inc			~~Equity (Deficit)~~Earnings			Equity
September 30, 2019		12,733,306	$	12,733	$	8,677,939		$	(13,080,832	)	$	(4,390,160	)
Balance, September 30, 2019		12,733,306	$	12,733	$	94,733,956		$	(1,137,548	)	$	(23,166,718	)	$	70,429,690
Net income (loss)									6,959			6,959
Issuance of common stock to related party		114,599,754		114,600		2,979,594									3,094,194
March 31, 2020		12,733,306	$	12,733	$	8,677,939		$	(13,073,873	)	$	(4,383,201	)
Net loss												(3,216,272	)		(3,216,272	)
					Additional						Total
Balance, June 30, 2020		127,333,060	$	127,333	$	97,713,550		$	(1,137,548	)	$	(26,382,990	)	$	70,320,344
	Common Stock				Paid-in			Accumulated				Stockholders'
Balance, September 30, 2020		127,333,060	$	127,333	$	97,713,550		$	(1,137,548	)	$	(26,382,990	)	$	70,320,344
	Shares		Value		Capital			Deficit			Equity (Deficit)
Discharge of debt related party						4,388,165									4,388,165
September 30, 2020		127,333,060	$	127,333	$	11,657,533		$	(16,171,231	)	$	(4,386,366	)
Issuance of shares pursuant to reverse merger
Net income (loss)									(1,678	)		(1,678	)
and impact of reverse merger		1,145,997,555		1,145,998		(1,234,696	)								(88,698	)
Discharge of debt, related party						4,388,165						4,388,165
Net income (loss)												(1,838,694	)		(1,838,694	)
Balance, March 31, 2021		127,333,060	$	127,333	$	16,045,698		$	(16,172,909	)	$	121
Accumulated other comprehensive income									6,680,953						6,680,953
The accompanying notes are an integral part of the consolidated financial statements.
Balance, June 30, 2021		1,273,330,615	$	1,273,331	$	100,867,019		$	5,543,405		$	(28,221,684	)	$	79,462,070
The accompanying notes are an integral part of the financial statements.

~~F-4~~7 Table of Contents

Healthcare Solutions Management Group, Inc.
Unaudited Consolidated Statements of Cash Flows
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(unaudited)
	For the six			For the six
	Nine Months			Nine Months
	months ended			months ended
	Ended			Ended
	March 31,			March 31,
	June 30,			June 30,
	2021			2020
Cash flows from operating activities:
Cash Flows From Operating Activities:
Net income (loss)	$	(1,~~678~~838,694	)	$	6(3,~~959~~216,272	)
Changes in operating assets and liabilities:
Adjustments to reconcile net income to net cash
Accounts payable					(10,316	)
Discharge of debt related party		4,388,165
Accrued interest		1,634			3,255
provided by (used for) operating activities
Net cash provided by (used in) operating activities		(44	)		(103	)
Accounts receivable		(688,748	)		(56,195	)
Cash flows from investing activities:
Prepaid expenses		51,042			-
Net cash provided by (used in) financing activities		-			-
Accounts payable		117,162			(167,355	)
Cash flows from financing activities:
Accounts payable related party		-			-
Net cash provided by (used in) financing activities		-			-
Interest payable		(33,093	)		-
Net increase (decrease) in cash and cash equivalents		(44	)		(103	)
Receiver certificate		(65,000	)
Cash and cash equivalents at beginning of period		165			192
Net cash provided by (used for) operating activities		1,930,834			(3,439,822	)
Cash and cash equivalents at end of period	$	121		$	89
Cash Flows From Investing Activities:
Supplemental disclosure of cash flow information:
Issuance of acquisition shares		(88,698	)		20,000
Cash paid for interest	$	-		$	-
Equipment		(1,162,124	)		-
Cash paid for income taxes	$	-		$	-
Net cash provided by (used for) investing activities		(1,250,823	)		20,000
Supplemental disclosure of non-cash investing and financing activity :
Cash Flows From Financing Activities:
Discharge of debt due to former related parties	$	4,388,165			-
Notes payable		(65,323	)
The accompanying notes are an integral part of the consolidated financial statements.
Notes payable related party		(1,024,209	)		3,059,431
Proceeds from PPP loan		-			210,500
Net cash provided by (used for) financing activities		(1,089,532	)		3,269,931
Net Decrease In Cash		(409,520	)		(149,891	)
Cash At The Beginning Of The Period		841,349			408,896
Cash At The End Of The Period	$	431,828		$	259,005
The accompanying notes are an integral part of these financial statements.

~~F-5~~8 Table of Contents

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.

Table of Contents

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

F-6 Table of Contents

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

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, notes payable and related party loans as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans in order to fund its operations.

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.

Table of Contents

Management’s Representation of Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

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~~subsidiary. 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~~Service ~~Company~~income ~~derives~~is ~~revenues~~generated from the ~~sale~~resale of ~~agricultural~~3rd ~~products,~~party ~~animal feeds, consulting~~ services, ~~and~~into ~~various~~physician ~~water units~~offices. ~~The~~Operating ~~Company’s~~income ~~sales~~is ~~arrangements~~generated ~~are~~directly ~~not subject to warranty. On July 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue~~ from ~~Contracts~~physicians ~~with~~and ~~Customers~~other ~~(“ASC~~entities ~~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~~medical tobusiness ~~ASC~~for ~~606~~providing ~~had~~management noservices ~~impact~~for ~~on our financial statements~~them.

FIn May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-709, ~~Table~~Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 ("ASC 606") requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of ~~Contents~~promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. This new guidance was initially effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016 and early adoption was not permitted. However, in July 2015, the FASB voted to defer the effective date of this ASU by one year for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the effective date for the Company is January 1, 2018.

Table of Contents

Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

	·	Level 1: Quoted prices in active markets for identical assets or liabilities.

	·	Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable.

	·	Level 3: Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2021 and September 30, 2020. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, trade receivables, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand.

The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy.

The Company determines the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, the Company reassesses its current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Other Income (Expense) in the Consolidated Statements of Operations and Comprehensive Loss.

Investments

The Company was initially funded by Landes & Cie Private Trust based out of Sweden. In the U.S. there are certain regulatory requirements for healthcare companies in U.S. to maintain a minimum amount of capital on hand or they are subject to additional rules and regulation. Landes provided enough capital for the company so that all regulatory capital thresh holds are met.

We have identified accounting for marketable investment securities as a critical accounting policy due to the significance of the amounts included in our balance sheet. All of the securities included in investments have quoted market prices and trade actively. The Company’s intention is not to actively trade its investments or to use this investment for working capital. The Company records these investments at their fair value based on quoted market prices with the unrealized gain or loss recorded in accumulated other comprehensive income, a component of stockholders' equity, net of deferred taxes.

Table of Contents

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~~June 3130, 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.

~~F-8~~13 Table of Contents

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.

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

Property and Equipment

The equipment is comprised of ultrasounds, beds, stretchers, cardiac telemetry equipment, cardiac monitors, defibrillators, and other surgical equipment.

Table of Contents

Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows:

Computers, software, and office equipment	1 – 5 years
Surgical equipment	7 years
Furniture and fixtures	5 – 10 years
Leasehold improvements	Lesser of the lease term or estimated useful life

As of June 30, 2021 and December 31, 2020 the Company had $1,749,207 and $587,083 in equipment that had not yet been placed in service.

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. –ACCOUNTS ~~GOING~~RECEIVABLE ~~CONCERN~~

The ~~Company~~following istable ~~currently~~sets inforth ~~receivership. The Company’s financial statements have been presented on~~ the ~~basis~~components ~~that it is a going concern, which contemplates the realization~~ of ~~assets and~~ the ~~satisfaction~~Company’s ofaccounts ~~liabilities~~receivable inon ~~the~~June ~~normal course of business. On March 31~~30, 2021 ~~the~~and ~~Company~~September ~~had an accumulated deficit of $16~~30,~~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.~~2020:

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.

June 30,

2021

September 30,

2020

Accounts receivable

Total accounts receivable

763,369

74,622

~~F-9~~For ~~Table~~the nine months ended June 30, 2021 and 2020, the were no customers that accounted for more than 10% of ~~Contents~~annual revenue.

~~NOTE~~15 4Table –of ~~DEBT~~Contents

~~The~~NOTE ~~following~~4 ~~tables~~– ~~set forth the components of the Company’s, debt as of March 31, 2021, and September 30, 2020:~~INVESTMENTS

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

As of June 30, 2021 and September 30, 2020 the balance of investments was $89,244,250 and $83,087,469 respectively. These investment are comprised of securities that trade frequently with quoted prices. The Company’s intention is not to trade these securities but rather to hold these securities to demonstrate that the Company has enough capital on hand to meet regulatory requirements for certain healthcare companies.

~~The~~For ~~Notes payable and~~ the nine ~~real~~months ~~estate~~ended ~~loans~~June ~~were~~30, ~~unsecured~~2021 and ~~due~~June to30, a2020 ~~former director and officer of~~ the Company. Asrecorded aan ~~result~~unrealized ofgains ~~the court order in Nevada in March 2018, no interest can be accrued~~ on ~~this~~investments ~~debt.~~of ~~In February 2018, the Company obtained a Receiver’s Note for~~ $656,~~000 which accrued interest at a rate of 10%. During the period ended March 31~~680,953 ~~2021, the Receiver discharged the Notes Payable~~ and ~~Real Estate Loans with no further liability to the Company~~1, ~~prior to consummating the Merger Agreement. Additionally prior to the consummation of the Merger Agreement~~137,548 ~~the Receiver Note of $65,000 along with accrued interest was discharged~~respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

AsSince ~~consideration for~~ the ~~services~~inception of ~~Robert Stevens and his team prior to~~ the ~~Merger Agreement~~Company, ~~who~~substantially ~~has~~all ~~acted~~of as the ~~court-appointed~~funding ~~receiver~~ for ~~the~~ Company ~~and~~has ~~its~~been ~~predecessor~~provided ~~and~~by ~~affiliated~~related ~~entities,~~parties ~~in the Merger Agreement the Company agreed~~ that, ~~immediately~~have ~~prior~~extended tointerest ~~the~~free ~~Closing,~~demand ~~the Company will issue to certain parties as directed by Mr~~loans. 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 onare ~~the~~as ~~Company’s~~follows: ~~Statement of Operations during the fiscal year ended September 30, 2020.~~

NOTE 6 – SHAREHOLDERS’ EQUITY

(1)	BLS, Inc. is controlled by Charles Balaban, a Director of the Company

(2)	BOAM, Inc. is controlled by Charles Balaban

(3)	Healthcare Solutions DX, Inc. is controlled by Justin Smith, Chairman of the Company’s Board of Directors

(4)	JHMA, Inc. is controlled by Doug Millar, head of the Company‘s Corporate Compliance and Regulatory Matters

(5)	Jonathan Loutzenhiser – is a Vice President of the Company

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.

	Balance Due		Balance Due
	6/30/2021		9/30/2020

BLS, Inc.	$	3,690,000	$	2,767,500
BOAM, Inc.		582,409		530,544
Healthcare Solutions DX, Inc.		1,161,239		1,049,657
JHMA, Inc.		3,748,329		2,767,500
Jonathan Loutzenhiser		3,241,429		2,328,600

AsNOTE ~~consideration~~6 ~~for~~– ~~the~~DEBT 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~~The 7following –tables ~~INCOME~~set ~~TAXES~~forth the components of the Company’s notes as of June 30, 2021 and September 30, 2020

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.

	June 30, 2021		September 30, 2020
PPP Loans	$	210,500	$	210,500
Receiver certificate		-		65,000
Notes payable		400,000		465,323
	$	610,500	$	740,823

Table of Contents

NOTE 7 – SHAREHOLDERS’ EQUITY

The Company has 1,400,000,000 common shares authorized at a par value of $0.001. As of June 30, 2021, and December 31, 2020 the were 1,273,330,615 and 127,333,060 common shares outstanding, respectively. On April 15, 2021 the Company consummated the Merger, whereby 1,145,997,555 shares of the Company’s common stock were issued to the holders of HSH common stock.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

AsThe ofCompany’s ~~March~~principal 31office is located at 3 School St, ~~2021~~Suite ~~and~~303, ~~December~~Glen 31Cove, ~~2020~~NY 11542, where it leases approximately 2,250 square feet of office space at a monthly rent of $2,500 per month. We believe that these facilities are adequate to support the Company’s ~~had~~existing nooperations ~~contractual~~and ~~commitments~~that we will be able to obtain appropriate additional facilities or alternative facilities on commercially reasonable terms if and when necessary.

~~F-10~~NOTE ~~Table~~9 of– ~~Contents~~INCOME TAXES

~~NOTE~~Due 9to –the ~~SUBSEQUENT~~historical ~~EVENTS~~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 June 30, 2021. As of June 30, 2021 the Company had a retained earnings deficit of $28,221,684, however, the amount of that loss that could be carried forward to offset future taxes is indeterminable.

In17 ~~accordance~~Table ~~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:~~Contents

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

F-11 Table of Contents

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~~June 3130, 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.

Table of Contents

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.

4 Table of Contents

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.

Table of Contents

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.

5 Table of Contents

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.

Impact of COVID-19

On January 30, 2020, the World Health Organization announced a global health emergency because of the spread of a new strain of the novel coronavirus (“COVID-19”). On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. COVID-19 has significantly affected, and continues to significantly affect, the United States and global economies.

The outbreak has, and may continue to, spread, which could materially impact the Company’s business. The full extent of potential impacts on the Company’s business, financing activities and the global economy will depend on future developments, which cannot be predicted due to the uncertain nature of the continued COVID-19 pandemic, government mandated shutdowns, and its adverse effects, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. These effects could have a material adverse impact on the Company’s business, operations, financial condition, and results of operations.

Results of Operations

~~Quarter~~Comparison ~~Ended~~of ~~March~~Results ~~31,~~of ~~2021~~Operations ~~Compared~~for to the ~~Quarter~~Three and Nine Months Ended ~~March~~June 3130, 2021 and 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. Revenue

~~Going~~For ~~Concern~~the three months ended June 30, 2021, we recorded $2,500,868 in revenue compared to $745,019 for the three months ended June 30, 2020

~~The~~For ~~Company was previously in receivership. The Company’s financial statements have been presented on~~ the ~~basis~~nine ~~that~~months itended isJune ~~a going concern~~30, ~~which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On March 31~~2021, ~~2021~~we ~~the~~recorded ~~Company had an accumulated deficit of~~ $165,~~172~~981,~~909~~542 ~~and only had $121~~ in ~~cash~~revenue oncompared ~~hand. The~~to ~~financial~~$1,551,119 ~~statements~~for ~~do not include any adjustments that might be necessary if~~ the ~~Company~~nine ismonths ~~unable~~ended toJune ~~continue~~30, ~~as a going concern~~2020.

On20 ~~March~~Table 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. Contents

Operating Expenses

Operating expenses for the three months ended June 30, 2021 were $882,989, compared to $1,912,418 for the three months ended June 30, 2020. Key components of the Company’s expenses for the three months ended June 30, 2021 include approximately $485,786 in payroll and benefits (which includes $234,360 in stock based compensation), approximately $69,387 in legal and professional services, and $29,633 in rent expense.

Operating expenses for the nine months ended June 30, 2021 were $7,686,451, compared to $4,755,932 for the nine months ended June 30, 2020. Key components of the Company’s expenses for the nine months ended June 30, 2021 include $5,598,197 in contractor expenses compared to 3,772,844 during the same period in 2020

Liquidity and Capital Resources

~~During~~As of June 30, 2021, we had $431,829 in cash and cash equivalents. Net cash provided by operating activities was $1,792,423 for the ~~six~~nine months ended ~~March~~June 3130, 2021, ~~HSH~~compared ~~advanced~~to net cash used in operating activities $203,~~000~~439,822 tofor the ~~Company~~nine onmonths anended ~~interest~~June ~~free~~30, ~~basis~~2020.

OnNet ~~March~~cash used 31in investing activities was $1,250,823 for the nine months ended June 30, 2021 compared to $20,000 ~~our~~provided ~~liquid~~investing ~~assets~~activities ~~consisted~~for ofthe ~~cash~~nine ofmonths ~~$121.~~ended June 30, 2020

~~The~~Net ~~following~~cash ~~tables~~used ~~set~~in ~~forth~~financing activities for the ~~components~~nine ofmonths ~~the~~ended ~~Company’s~~June ~~debt~~30, as2021 was $951,121 due to the repayment of ~~September~~related 30party debt, ~~2020~~compared to $3,269,931 ~~and~~provided ~~March~~by 31financing activities during the period ended June 30, ~~2021~~20201

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

We will have significant ongoing needs for working capital to fund operations and to continue to expand our operations. To that end, we would be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. Our inability to raise capital could require us to significantly curtail or terminate our operations altogether.

The ~~notes~~financial ~~payable~~statements ~~and~~do ~~the~~not ~~real~~include ~~estate~~any ~~loans~~adjustments ~~were~~that ~~unsecured~~might ~~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~~necessary onif ~~this debt. In February 2018,~~ the Company ~~obtained~~is aunable ~~Receiver’s~~to ~~Note~~continue ~~for~~as ~~$65,000 which accrued interest at~~ a ~~rate~~going ~~of 10%~~concern. 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.

6 Table of Contents

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~~June 3130, 2021. As of ~~March~~June 3130, 2021, the Company had a retained earnings deficit of $1628,~~172~~221,~~909~~ 684, however, the amount of that loss that could be carried forward to offset future taxes is indeterminable.

Off-Balance Sheet Arrangements

None.

Table of Contents

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~~June 3130, 2021. Based upon that evaluation, our management concluded that our disclosure controls and procedures were not effective as of ~~March~~June 3130, 2021.

7 Table of Contents

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~~June 3130, 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~~June 3130, 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~~June 3130, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

822 Table of Contents

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.

9 Table of Contents

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

Table of Contents

___________

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*	Inline XBRL INSTANCE Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH*	Inline XBRL TAXONOMY EXTENSION SCHEMA

101.CAL*	Inline XBRL TAXONOMY EXTENSION CALCULATION

101.DEF*	Inline XBRL TAXONOMY EXTENSION DEFINITION

101.LAB*	Inline XBRL TAXONOMY EXTENSION LABELS

101.PRE*	Inline XBRL TAXONOMY EXTENSION PRESENTATION

104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

1024 Table of Contents

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
Dated: August 23, 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~~August 1423, 2021
Justin Smith	(principal executive officer and principal financials and accounting officer)

1125

Filing Compare · Healthcare Solutions Management Group, Inc.