Cover
Cover - USD ($) | 12 Months Ended | ||
Feb. 28, 2021 | Jun. 07, 2021 | Aug. 31, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Feb. 28, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --02-28 | ||
Entity File Number | 000-56214 | ||
Entity Registrant Name | Healthcare Business Resources, Inc. | ||
Entity Central Index Key | 0001796949 | ||
Entity Incorporation, State or Country Code | DE | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 776,000 | ||
Entity Common Stock, Shares Outstanding | 19,845,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Feb. 28, 2021 | Feb. 29, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 35,055 | $ 172,843 |
Total current assets | 35,055 | 172,843 |
Total assets | 35,055 | 172,843 |
Current Liabilities | ||
Accounts payable | 36,486 | 0 |
Accrued expenses | 35,181 | 0 |
Total current liabilities | 71,667 | 0 |
Total liabilities | 71,667 | 0 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock; $0.001 par value; 200,000,000 shares authorized, 19,590,000 shares issued and outstanding | 19,590 | 19,590 |
Additional paid in capital | 1,591,283 | 173,110 |
Accumulated deficit | (1,647,485) | (19,857) |
Total stockholders' equity | (36,612) | 172,843 |
Total liabilities and stockholders' equity | $ 35,055 | $ 172,843 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Feb. 28, 2021 | Feb. 29, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ .001 | $ 0.001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 19,590,000 | 19,590,000 |
Common stock, outstanding | 19,590,000 | 19,590,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Revenues | ||
Revenue | $ 4,019 | $ 0 |
Operating Expenses | ||
General and administrative | 1,510,728 | 2,857 |
Professional fees | 119,395 | 17,000 |
Total operating expenses | 1,630,123 | 19,857 |
Loss from operations | (1,626,104) | (19,857) |
Other expenses: | ||
Interest expense | (1,524) | 0 |
Total other expenses | (1,524) | 0 |
Net loss | $ (1,627,628) | $ (19,857) |
Net loss per common share - basic and diluted | $ (0.08) | $ (0.02) |
Weighted average common shares outstanding - basic and diluted | 19,590,000 | 979,500 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance, shares at Sep. 08, 2019 | 0 | |||
Beginning balance, amount at Sep. 08, 2019 | $ 0 | $ 0 | $ 0 | $ 0 |
Shares issued to founders, shares | 950,000 | |||
Shares issued to founders, amount | $ 950 | 0 | 0 | 950 |
Shares issued by private placement, shares | 29,500 | |||
Shares issued by private placement, amount | $ 30 | 191,720 | 191,750 | |
Stock dividend, shares | 18,610,500 | |||
Stock dividend, amount | $ 18,610 | (18,610) | 0 | |
Net loss | (19,857) | (19,857) | ||
Ending balance, shares at Feb. 29, 2020 | 19,590,000 | |||
Ending balance, amount at Feb. 29, 2020 | $ 19,590 | 173,110 | (19,857) | 172,843 |
Stock-based compensation | 1,418,173 | 1,418,173 | ||
Net loss | (1,627,628) | (1,627,628) | ||
Ending balance, shares at Feb. 28, 2021 | 19,590,000 | |||
Ending balance, amount at Feb. 28, 2021 | $ 19,590 | $ 1,591,283 | $ (1,647,485) | $ (36,612) |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,627,628) | $ (19,857) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 1,418,173 | 950 |
Changes in operating assets and liabilities: | ||
Accounts payable | 36,486 | 0 |
Accrued expenses | 35,181 | 0 |
Net cash used in operating activities | (137,788) | (18,907) |
Cash Flows from Financing Activities | ||
Proceeds from equity issuance | 0 | 191,750 |
Cash flows from investing activities | 0 | 191,750 |
Cash flows from financing activities | 0 | 0 |
Net change in cash and cash equivalents | (137,788) | 172,843 |
Cash, at beginning of period | 172,843 | 0 |
Cash, at end of period | 35,055 | 172,843 |
Supplemental Cash Flow Information: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
1. NATURE OF BUSINESS AND GOING
1. NATURE OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Feb. 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND GOING CONCERN | On September 9, 2019 (commencement of operations), Healthcare Business Resources, Inc. (“we”, “our”, the “Company”), a domestic corporation was organized in Delaware to provide consulting services to healthcare organizations. These services include management consulting related to sales, marketing, business development and advisory board function. The Company’s services are designed to help clients increase revenue, improve overall efficiency and effectiveness of their operations and grow strategically. On March 5, 2021, HBR Pointclear, LLC, a Delaware limited liability company was incorporated. HBR Pointclear, LLC was formed to enter into an Option Agreement to Purchase Business Assets with PointClear Solutions, Inc. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (“COVID-19”) as a pandemic, which continues to spread throughout the U.S. COVID-19 is having an unprecedented impact on the U.S economy as federal, state, and local governments react to this public health crisis. Liquidity and Going Concern These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain equity financings to continue operations. The Company has a history of and expects to continue to report negative cash flows from operations and a net loss. Management believes that the cash on hand is sufficient to fund its planned operations into but not beyond the near term. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern twelve months from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company may seek additional funding through a combination of equity offerings, debt financings, or other third-party funding. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“US GAAP”), and, as such, include amounts based on judgments, estimates, and assumptions made by management that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company is in the development stage, which is defined as an entity devoting substantially all of its efforts to establishing a new business and for which its primary line of business has not yet begun. Following is a description of the more significant accounting policies followed by the Company: Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles used in the United States of America. (“GAAP”). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of February 28, 2021. Revenue Recognition In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company plans to recognize revenue from contracts with its customers under ASC Topic 606. As sales are expected to be primarily from sales of advisory services, the Company does not expect significant post-delivery obligations. Revenue from sales of advisory services is recorded over the period earned and are recognized under ASC Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements: ● Executed contracts with the Company’s customers that it believes are legally enforceable; ● Identification of the performance obligation within the respective contract, which is the delivery of service; ● Determination of the transaction price for each performance obligation in the respective contract; ● Allocation of the transaction price to each performance obligation; and ● Recognition of revenue only when the Company satisfies each performance obligation We plan to charge clients a fee for our management consulting services based on time (e.g. hourly or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of February 28, 2021, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer. We cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of February 28, 2021, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, it will take to generate any management consulting services revenue. We cannot assure you that we will ever generate enough management consulting revenue to sustain our operations. We plan to charge clients a fee for our financial incentives services primarily based on the economic benefit we facilitate from any incentive programs, when permitted by any applicable rules and guidelines. Where contingency fees are not permissible, fixed fee contracts may be used. As part of our incentive program services, we may be at risk for certain third-party accounting, legal and consulting fees until such time as we are reimbursed by our client, if ever. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used . Income Taxes Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the Enactment date. A valuation allowance is established for deferred tax assets that, based on management ’ Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of February 28, 2021. Fair value of Financial Instruments The company’s financial instruments consist primarily of cash, accounts receivable and payables. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate. Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended February 28, 2021 and February 29, 2020, reflected in the accompanying statement of operations. There were no dilutive shares outstanding during the years ended February 28, 2021 and February 29, 2020. Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
3. EQUITY
3. EQUITY | 12 Months Ended |
Feb. 28, 2021 | |
Equity [Abstract] | |
EQUITY | Stock Split On July 27, 2020, the Company effected a 20-for-1 stock split Incentive Stock Options On August 8, 2020, we granted non-qualified stock options to purchase up to 3,000,000 shares of our common stock at the exercise price of $0.50 per share for a ten-year term to certain of our officers, directors and consultants who are performing additional unanticipated work involved with executing the business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $1,417,640 On November 19, 2020, the Board of Directors of the Company amended the Healthcare Business Resources, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The amendment of the 2020 Plan increased the number of shares reserved to 8,000,000 shares of common stock. On December 31, 2020, we granted non-qualified stock options to purchase up to 10,000 shares of our common stock at the exercise price of $0.50 per share for a five-year term a consultant who are performing additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $4,003. The 10,000 shares will vest at a rate of 2,000 share per year until the option is 100% vested. On January 31, 2021, we granted non-qualified stock options to purchase up to 25,000 shares of our common stock at the exercise price of $0.50 per share for a five-year term a consultant who are performing additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $9,990. The 25,000 shares will vest at a rate of 1,000 share per month until the option is 100% vested. During the year ended February 28, 2021, the Company recognized $1,418,173 of stock-based compensation related to outstanding stock options. At February 28, 2021, the Company had $13,460 of unrecognized expenses related to options. The following table discloses information regarding outstanding and exercisable options at February 28, 2021: Weighted Average Number of Options Exercise Price Per Share Outstanding at February 29, 2020 - $ - Granted 3,035,000 0.50 Exercised - - Forfeited and expired (2,250,000 ) 0.50 Outstanding at February 28, 2021 785,000 0.50 The following table discloses information regarding outstanding and exercisable options at February 28, 2021: Outstanding Exercisable Weighted Average Weighted Average Weighted Average Exercise Price Number of Options Exercise Price Per Share Remaining Life (Years) Number of Options Exercise Price Per Share $ 0.50 785,000 $ 0.50 9.24 752,000 $ 0.50 As of February 28, 2021, the options vested and outstanding had no intrinsic value. The aggregate fair value of the options measured during the year ended February 28, 2021 and the period from September 9, 2019 (inception) to February 29, 2020 were calculated using the Black-Scholes option pricing model based on the following assumptions: Expected life 5- 10 years Volatility 113.89- 120.59 % Dividend yield 0 % Risk free interest rate 0.36% - 0.59 % As of February 28, 2021, there are 7,215,000 awards remaining to be issued under the 2020 Plan. |
4. INCOME TAXES
4. INCOME TAXES | 12 Months Ended |
Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Period from September 9, 2019 Year Ended (inception) to February 28, 2021 February 29, 2020 Income tax benefit computed at the statutory rate $ 342,000 $ 3,900 Non-deductible expenses (302,000 ) - Change in valuation allowance (40,000 ) (3,900 ) Provision for income taxes $ - $ - Significant components of the Company’s deferred tax assets after applying enacted corporate income tax rates are as follows: As of As of February 28, 2021 February 29, 2020 Deferred income tax assets Net operating losses $ 43,900 $ 3,900 Valuation allowance (43,900 ) (3,900 ) Net deferred income tax assets $ - $ - The Company has an operating loss carry forward of approximately $209,000. |
5. COMMITMENTS AND CONTINGENCIE
5. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Feb. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | The Company is not aware of any other commitments or contingencies that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows. |
6. RISK CONCENTRATIONS
6. RISK CONCENTRATIONS | 12 Months Ended |
Feb. 28, 2021 | |
Risks and Uncertainties [Abstract] | |
RISK CONCENTRATIONS | Financial instruments that potentially expose the Company to certain concentrations of credit risk include cash in bank accounts. The cash deposits, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Beginning January 1, 2013, as per FDIC, all deposit accounts, including checking and savings accounts, money market deposit accounts and certificates of deposit are standardly insured for up to $250,000. The standard insurance coverage is per depositor, per insured bank. |
7. SUBSEQUENT EVENTS
7. SUBSEQUENT EVENTS | 12 Months Ended |
Feb. 28, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On March 1, 2021, we granted non-qualified stock options to purchase up to 500,000 shares of our common stock at the exercise price of $0.50 per share for a five-year term to a consultant . The options will vest at a rate of 20,000 shares per month until the option is 100% vested. On March 12, 2021, our Company, through its wholly owned subsidiary HBR Pointclear, LLC, a Delaware limited liability company (“HBRP”); and PointClear Solutions, Inc., an Alabama corporation (“PointClear”) entered into an Option Agreement To Purchase Business Assets (the “Option Agreement”). The term of the Option (the “Option Term”) commenced on March 12, 2021 and automatically expires on August 1, 2022 (the “Option Termination Date”), unless duly extended, exercised, or sooner terminated as provided in the Option Agreement. PointClear is a health care focused information technology solutions company that provides its clients technology driven solutions based upon its three core competencies; (i) Strategic planning, (ii) Digitization and Design, and (iii) Production and Implementation (the “Business”). Pursuant to the Option Agreement, PointClear granted to HBRP an exclusive non-cancelable option (the “Option”) to require PointClear to enter into an Asset Purchase Agreement (the “Asset Purchase Agreement”) under which, HBRP may (i) purchase all of PointClear’s tangible and intangible assets used in, or useful to the Business (the “Business Assets”), and (ii) the assume certain defined liabilities and contracts related to the Business. The Option provides HBRP the right, but not the obligation, to (i) enter into the Asset Purchase Agreement at any time until August 1, 2022 (the “Option Term”), and (ii), require PointClear to sell the Business Assets and perform under the Asset Purchase Agreement. Pursuant to the Option, HBRP shall arrange for a loan of up to $750,000 to PointClear (the “Improvement Loan”) pursuant to the Improvement Loan Agreement (the “Improvement Loan Agreement”), as consideration for obtaining rights under the Option. PointClear is required to use the proceeds under the Improvement Loan to improve the Business and offset operating costs. If HBRP elects to exercise the Option it shall be obligated to pay to PointClear the consideration set forth in the Asset Purchase Agreement and comply with such other terms and conditions that are set forth in the Asset Purchase Agreement. The repayment of any monies lent under the Improvement Loan Agreement to PointClear will be determined based on whether or not HBRP elects to exercise the Option and enter into the Asset Purchase Agreement with Pointclear. The Option Agreement contains customary representations, warranties and covenants of PointClear and HBRP. On March 15, 2021, our Company issued to Mark Huber a Promissory Note in the aggregate principal amount of $200,000 (the “Third Party Promissory Note”). The principal amount of $200,000 plus all interest under the Third Party Promissory Note will be due and payable two hundred seventy (270) days from March 15, 2021 (the “Maturity Date”). Interest on the Third Party Promissory Note will accrue at a rate of 3.0% per annum, beginning on March 15, 2021 until the principal amount and all accrued but unpaid interest shall have been paid. The Third Party Promissory Note is an unsecured debt obligation of the Company. On March 31, 2021, the Company entered into a three-month agreement with a management consultant. As compensation for the consultant, the Company shall pay the consultant $21,000 paid through the issuance of 42,000 shares of the Company’s common stock. On April 1, 2021, the Company entered into a fifty-seven-month agreement with a management consultant. As compensation for the consultant, the Company shall pay (i) 35,000 shares of the Company’s common stock in lieu of $17,490 due to the consultant for services rendered and (ii) the issuance of 500,000 Option Shares of the Company’s common stock at the exercise price of $0.50 per share and a five-year term. The options will vest at a rate of 20,000 shares per month until the option is 100% vested. Between March 1, 2021 and May 31, 2021, the Company issued 178,000 shares of common stock for net cash proceeds of $89,000. |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying financial statements have been prepared in accordance with generally accepted accounting principles used in the United States of America. (“GAAP”). |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of February 28, 2021. |
Revenue Recognition | In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company plans to recognize revenue from contracts with its customers under ASC Topic 606. As sales are expected to be primarily from sales of advisory services, the Company does not expect significant post-delivery obligations. Revenue from sales of advisory services is recorded over the period earned and are recognized under ASC Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements: ● Executed contracts with the Company’s customers that it believes are legally enforceable; ● Identification of the performance obligation within the respective contract, which is the delivery of service; ● Determination of the transaction price for each performance obligation in the respective contract; ● Allocation of the transaction price to each performance obligation; and ● Recognition of revenue only when the Company satisfies each performance obligation We plan to charge clients a fee for our management consulting services based on time (e.g. hourly or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of February 28, 2021, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer. We cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of February 28, 2021, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, it will take to generate any management consulting services revenue. We cannot assure you that we will ever generate enough management consulting revenue to sustain our operations. We plan to charge clients a fee for our financial incentives services primarily based on the economic benefit we facilitate from any incentive programs, when permitted by any applicable rules and guidelines. Where contingency fees are not permissible, fixed fee contracts may be used. As part of our incentive program services, we may be at risk for certain third-party accounting, legal and consulting fees until such time as we are reimbursed by our client, if ever. |
Emerging Growth Company | The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used . |
Fair Value of Financial Instruments | The company’s financial instruments consist primarily of cash, accounts receivable and payables. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate. |
Basic and Diluted Loss Per Share | Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended February 28, 2021 and February 29, 2020, reflected in the accompanying statement of operations. There were no dilutive shares outstanding during the years ended February 28, 2021 and February 29, 2020. |
Recent Accounting Pronouncements | The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
3. EQUITY (Tables)
3. EQUITY (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Equity [Abstract] | |
Stock option activity | Weighted Average Number of Options Exercise Price Per Share Outstanding at February 29, 2020 - $ - Granted 3,035,000 0.50 Exercised - - Forfeited and expired (2,250,000 ) 0.50 Outstanding at February 28, 2021 785,000 0.50 The following table discloses information regarding outstanding and exercisable options at February 28, 2021: Outstanding Exercisable Weighted Average Weighted Average Weighted Average Exercise Price Number of Options Exercise Price Per Share Remaining Life (Years) Number of Options Exercise Price Per Share $ 0.50 785,000 $ 0.50 9.24 752,000 $ 0.50 |
Valuation assumptions | Expected life 5- 10 years Volatility 113.89- 120.59 % Dividend yield 0 % Risk free interest rate 0.36% - 0.59 % |
4. INCOME TAXES (Tables)
4. INCOME TAXES (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Income tax reconciliation | Period from September 9, 2019 Year Ended (inception) to February 28, 2021 February 29, 2020 Income tax benefit computed at the statutory rate $ 342,000 $ 3,900 Non-deductible expenses (302,000 ) - Change in valuation allowance (40,000 ) (3,900 ) Provision for income taxes $ - $ - |
Deferred tax assets | As of As of February 28, 2021 February 29, 2020 Deferred income tax assets Net operating losses $ 43,900 $ 3,900 Valuation allowance (43,900 ) (3,900 ) Net deferred income tax assets $ - $ - |
3. EQUITY (Details)
3. EQUITY (Details) | 12 Months Ended |
Feb. 28, 2021$ / sharesshares | |
Equity [Abstract] | |
Options outstanding, beginning | shares | 0 |
Options granted | shares | 3,035,000 |
Options exercised | shares | 0 |
Options forfeited and expired | shares | (2,250,000) |
Options outstanding, ending | shares | 785,000 |
Weighted average exercise price outstanding, beginning | $ / shares | $ .00 |
Weighted average exercise price granted | $ / shares | .50 |
Weighted average exercise price exercised | $ / shares | .00 |
Weighted average exercise price forfeited and expired | $ / shares | .50 |
Weighted average exercise price outstanding, ending | $ / shares | $ .50 |
3. EQUITY (Details 1)
3. EQUITY (Details 1) - $ / shares | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Number of Options | 785,000 | 0 |
Outstanding Weighted Average Exercise Price per Share | $ .50 | $ .00 |
Exercise Price 0.50 | ||
Number of Options | 785,000 | |
Outstanding Weighted Average Exercise Price per Share | $ .50 | |
Weighted Average Remaining Life | 9 years 2 months 26 days | |
Number of Options, Exercisable | 752,000 | |
Weighted Average Exercise Price per Share, Exercisable | $ .50 |
3. EQUITY (Details 2)
3. EQUITY (Details 2) | 12 Months Ended |
Feb. 28, 2021 | |
Dividend yield | 0.00% |
Minimum | |
Expected life | 5 years |
Volatility | 113.89% |
Risk free interest rate | 0.36% |
Maximum | |
Expected life | 10 years |
Volatility | 120.59% |
Risk free interest rate | 0.59% |
3. EQUITY (Details Narrative)
3. EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Equity [Abstract] | ||
Stock-based compensation expense | $ 1,418,173 | $ 950 |
Unrecognized expenses related to options | $ 13,460 |
4. INCOME TAXES (Details)
4. INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at the statutory rate | $ 342,000 | $ 39,000 |
Non-deductible expenses | (302,000) | 0 |
Change in valuation allowance | (40,000) | (3,900) |
Income tax benefit | $ 0 | $ 0 |
4. INCOME TAXES (Details 1)
4. INCOME TAXES (Details 1) - USD ($) | Feb. 28, 2021 | Feb. 29, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 43,900 | $ 3,900 |
Less: valuation allowance | (43,900) | (3,900) |
Net deferred income tax asset | $ 0 | $ 0 |
4. INCOME TAXES (Details Narrat
4. INCOME TAXES (Details Narrative) | Feb. 28, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 209,000 |