GenFlat (GFLT) 10-Q/A 5 Oct 21 2021 Q1 Quarterly report (amended) Financial data

Cover

Cover - shares	3 Months Ended
	May 31, 2021	Oct. 05, 2021
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Healthcare Business Resources Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend our Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2021, which was originally filed with the Securities and Exchange Commission on July 20, 2021 (the “Original Form 10-Q”). Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms means Healthcare Business Resources Inc., and its subsidiaries.
Document Period End Date	May 31, 2021
Document Fiscal Period Focus	Q1
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
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 Common Stock, Shares Outstanding		20,853,000

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET - USD ($)	May 31, 2021	Feb. 28, 2021
Current Assets
Cash and cash equivalents	$ 42,914	$ 35,055
Interest receivable	2,532	0
Total current assets	45,446	35,055
Note receivable	200,000	0
Total assets	245,446	35,055
Current Liabilities
Accounts payable	52,639	34,486
Accrued expenses	48,061	35,181
Note payable	200,000	0
Total current liabilities	300,700	71,667
Total liabilities	300,700	71,667
Commitments and contingencies
Stockholders' Equity
Common stock; $0.001 par value; 200,000,000 shares authorized, 19,737,000 and 19,590,000 shares issued and outstanding, respectively	19,737	19,590
Additional paid in capital	1,912,908	1,591,283
Accumulated deficit	(1,987,889)	(1,647,485)
Total stockholders' equity	(55,254)	(36,612)
Total liabilities and stockholders' equity	$ 245,446	$ 35,055

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	May 31, 2021	Feb. 28, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ .001	$ 0.001
Common stock, authorized	200,000,000	200,000,000
Common stock, issued	19,701,000	19,590,000
Common stock, outstanding	19,701,000	19,590,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	May 31, 2021	May 31, 2020
Revenues
Revenue	$ 6,408	$ 0
Operating Expenses
General and administrative	259,789	12,060
Professional fees	86,588	32,232
Total operating expenses	346,377	44,292
Loss from operations	(339,969)	(44,292)
Other income (expenses):
Interest income	2,532	0
Interest expense	(2,977)	0
Total other income (expense), net	(445)	0
Net loss	$ (340,414)	$ (44,292)
Net loss per common share - basic and fully diluted	$ (.02)	$ .00
Weighted average common shares outstanding - basic and diluted	19,699,385	19,590,000

CONDENSED STATEMENTS OF STOCKHO

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance, shares at Feb. 29, 2020	19,590,000
Beginning balance, amount at Feb. 29, 2020	$ 19,590	$ 173,110	$ (19,857)	$ 172,843
Common shares issued for settlement of accounts payable, amount				0
Stock-based compensation				0
Net loss			(44,292)	(44,292)
Ending balance, shares at May. 31, 2020	19,590,000
Ending balance, amount at May. 31, 2020	$ 19,590	173,110	(64,149)	128,551
Beginning balance, shares at Feb. 28, 2021	19,590,000
Beginning balance, amount at Feb. 28, 2021	$ 19,590	1,591,283	(1,647,485)	(36,612)
Common shares issued for cash, shares	70,000
Common shares issued for cash, amount	$ 70	30,350		30,420
Common shares issued for settlement of accounts payable, shares	77,000
Common shares issued for settlement of accounts payable, amount	$ 77	38,423		38,500
Stock-based compensation		252,852		252,852
Net loss			(340,414)	(340,414)
Ending balance, shares at May. 31, 2021	19,737,000
Ending balance, amount at May. 31, 2021	$ 19,737	$ 1,912,908	$ (1,987,899)	$ (55,254)

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
	May 31, 2021	May 31, 2020
Cash Flows from Operating Activities
Net loss	$ (340,414)	$ (44,292)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	252,852	0
Changes in operating assets and liabilities:
Interest receivable	(2,532)	0
Accounts payable	54,653	25,881
Accrued expenses	12,880	0
Net cash used in operating activities	(22,561)	(18,411)
Cash Flows from Investing Activities
Note receivable	(200,000)	0
Cash flows from investing activities	(200,000)	0
Cash Flows from Financing Activities
Proceeds from notes payable	200,000	0
Proceeds from equity issuance, net	30,420	0
Cash flows from financing activities	230,420
Net change in cash	7,859	(18,411)
Cash, at beginning of period	35,055	172,843
Cash, at end of period	42,914	154,432
Supplemental Cash Flow Information:
Interest paid	0	0
Income taxes paid	0	0
Supplemental Schedule of Non-cash transactions
Common shares issued for settlement of accounts payable	$ 38,500	$ 0

1. NATURE OF BUSINESS

1. NATURE OF BUSINESS	3 Months Ended
	May 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF BUSINESS	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 this filing, unless context requires otherwise, references to “we,” “our,” “us” and “our Company” refer to Healthcare Business Resources Inc., a Delaware corporation, and its subsidiary HBR Pointclear, LLC. Liquidity and Going Concern These consolidated 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 consolidated financial statements. These consolidated 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	3 Months Ended
	May 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three months ended May 31, 2021, are not necessarily indicative of the final results that may be expected for the year ending February 28, 2022. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the period ended February 28, 2021, included in our Form 10-K filed with the SEC on June 7, 2021 (“Form 10-K”). Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 Outbreak continues to evolve as of this date. As such, we cannot estimate the full magnitude that the pandemic will have on our business. If the COVID-19 Outbreak continues, it may have a material adverse effect on the Company’s financial condition, liquidity, and future results of operations for the Company’s fiscal year ending February 29, 2022 and beyond. Management is actively monitoring the impact of the global pandemic on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 Outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 Outbreak on its results of operations, financial condition, or liquidity for the Company’s fiscal year ending February 29, 2022. The impacts of the current COVID-19 pandemic are broad reaching and the impacts on the Company’s sales of advisory services is to date unknown. Due to the COVID-19 outbreak, there is significant uncertainty surrounding Critical Accounting Policies Our critical accounting policies, including the assumptions and judgments underlying them are below. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any significant degree. Revenue Recognition In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company recognized 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 charged clients a fee for our management consulting services based on time (e.g. hourly or project-based or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of May 31, 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 May 31, 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. Basic and Diluted Loss Per Share The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. Diluted net loss per share is the same as basic net loss per share for periods where the Company reported a net loss because including the 3,000,000 dilutive securities would be anti-dilutive. 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 consolidated financial statements.

3. NOTE RECEIVABLE

3. NOTE RECEIVABLE	3 Months Ended
	May 31, 2021
Receivables [Abstract]
NOTE RECEIVABLE	On March 12, 2021, our Company, through its wholly owned subsidiary HBR Pointclear, LLC, a Delaware limited liability company (“HBRP”); and PointClear Solutions, Inc., an Alabama corporation (“PointClear”) entered into an Option Agreement to Purchase Business Assets (the “Option Agreement”). The term of the Option (the “Option Term”) commenced on March 12, 2021, and automatically expires on August 1, 2022 (the “Option Termination Date”), unless duly extended, exercised, or sooner terminated as provided in the Option Agreement. PointClear is a health care focused information technology solutions company that provides its clients technology driven solutions based upon its three core competencies; (i) Strategic planning, (ii) Digitization and Design, and (iii) Production and Implementation (the “Business”). Pursuant to the Option Agreement, PointClear granted to HBRP an exclusive non-cancelable option (the “Option”) to require PointClear to enter into an Asset Purchase Agreement (the “Asset Purchase Agreement”) under which, HBRP may (i) purchase all of PointClear’s tangible and intangible assets used in, or useful to the Business (the “Business Assets”), and (ii) the assume certain defined liabilities and contracts related to the Business. The Option provides HBRP the right, but not the obligation, to (i) enter into the Asset Purchase Agreement at any time until August 1, 2022 (the “Option Term”), and (ii), require PointClear to sell the Business Assets and perform under the Asset Purchase Agreement. Pursuant to the Option, HBRP shall arrange for a unsecured loan of up to $750,000 to PointClear (the “Improvement Loan”) pursuant to the Improvement Loan Agreement (the “Improvement Loan Agreement”), as consideration for obtaining rights under the Option. The loan agreement matures on the earlier of August 1, 2022, or the closing of the purchase of the Asset Purchase Agreement. PointClear is required to use the proceeds under the Improvement Loan to improve the Business and offset operating costs. If HBRP elects to exercise the Option it shall be obligated to pay to PointClear the consideration set forth in the Asset Purchase Agreement and comply with such other terms and conditions that are set forth in the Asset Purchase Agreement. The repayment of any monies lent under the Improvement Loan Agreement to PointClear will be determined based on whether or not HBRP elects to exercise the Option and enter into the Asset Purchase Agreement with Pointclear. The Option Agreement contains customary representations, warranties and covenants of PointClear and HBRP. As of May 31, 2021, the Company has loaned $200,000 of the $750,000 to Pointclear, and recorded interest receivable of $2,532.

4. NOTE PAYABLE

4. NOTE PAYABLE	3 Months Ended
	May 31, 2021
Notes Payable [Abstract]
NOTE PAYABLE	On March 15, 2021, our Company issued to a Promissory Note in the aggregate principal amount of $200,000 (the “Third Party Promissory Note”). The principal amount of $200,000 plus all interest under the Third Party Promissory Note will be due and payable two hundred seventy (270) days from March 15, 2021 (the “Maturity Date”). Interest on the Third Party Promissory Note will accrue at a rate of 3.0% per annum, beginning on March 15, 2021, until the principal amount and all accrued but unpaid interest shall have been paid. The Third Party Promissory Note is an unsecured debt obligation of the Company. As of May 31, 2021, the note payable balance was $200,000, with accrued interest of $1,266.

5. EQUITY

5. EQUITY	3 Months Ended
	May 31, 2021
Equity [Abstract]
EQUITY	Common stock During the three months ended May 31, 2021, the Company sold 70,000 shares of our common stock to investors who are “accredited investors,” as that term is defined Rule 501(a) of Regulation D During the three months ended May 31, 2021, the Company issued 77,000 shares of common stock with a fair value of $38,500 to settle $38,500 of accounts payable. Incentive Stock Options During the three months May 31, 2021, the Board of Directors approved grants of 2,105,000 options to consultants. The options have an exercise price of $0.50 and expire five-years following issuance. The total fair value of these option grants at issuance was $816,439. Of the newly granted options 528,750 vested at issuance and the remaining options vest over periods from five to twenty five months. During the three months ended May 31, 2021, the Company recognized $252,852 of stock-based compensation related to outstanding stock options. At May 31, 2021, the Company had $398,138 of unrecognized expenses related to options. Weighted Average Number of Options Exercise Price Per Share Outstanding at February 28, 2021 785,000 $ 0.50 Granted 2,105,000 0.50 Exercised - - Forfeited and expired (460,000 ) 0.50 Outstanding at May 31, 2021 2,430,000 $ 0.50 The following table discloses information regarding outstanding and exercisable options at May 31, 2021: Outstanding Exercisable Weighted Average Weighted Average Weighted Average Exercise Price Number of Options Exercise Price Per Share Remaining Life (Years) Number of Options Exercise Price Per Share $ 0.50 2,430,000 $ 0.50 6.18 1,407,750 $ 0.50 As of May 31, 2021, the options vested and outstanding had no intrinsic value. The aggregate fair value of the options measured during the three months ended were calculated using the Black-Scholes option pricing model based on the following assumptions: Expected life 5 years Volatility 106.95- 108.26 Dividend yield 0 Risk free interest rate 0.71

6. COMMITMENTS AND CONTINGENCIE

6. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	May 31, 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.

7. RISK CONCENTRATIONS

7. RISK CONCENTRATIONS	3 Months Ended
	May 31, 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.

8. SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS	3 Months Ended
	May 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Between June 1, 2021 and July 15, 2021, the Company issued 116,000 shares of common stock for net cash proceeds of $58,000. On June 10, 2021, our Company issued to Kenneth Hawkins, a member of our Company’s board of directors, a promissory note in the aggregate principal amount of $50,000 (the “$50,000 Promissory Note”). The principal amount of $50,000 plus all interest under the $50,000 Promissory Note will be due and payable two hundred seventy (270) days from June 10, 2021. Interest on the $50,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on June 10, 2021, until the principal amount and all accrued but unpaid interest shall have been paid. The $50,000 Promissory Note is an unsecured debt obligation of the Company. On June 11, 2021, our Company issued a promissory note in the aggregate principal amount of $25,000 (the “$25,000 Promissory Note”). The principal amount of $25,000 plus all interest under the $25,000 Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by our Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.5% per annum, beginning on the date the principal amount is received by our Company until the principal amount and all accrued but unpaid interest shall have been paid. The $25,000 Promissory Note is an unsecured debt obligation of the Company. Our Company received the principal amount of the $25,000 Promissory Note on June 11, 2021. On June 18, 2021, we and HBR Sub, Inc., a Delaware corporation and our wholly owned subsidiary entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with UserTech U.S. LLC, a Delaware limited liability company (“UPlus”) and UPlus Health, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UPlus (“UPlus Health”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, HBR Sub, Inc. was merged with and into UPlus Health, with UPlus Health surviving the merger on the terms and subject to the conditions set forth in the Merger Agreement and certain ancillary agreements. UPlus Health is now our Company’s wholly owned subsidiary. The consideration for the merger consisted of our Company’s issuance to UPlus of 1,000,000 shares of our common stock and a three-year warrant to purchase 1,400,000 shares of our common stock for $0.50 per share, subject to the Special Adjustments described in the Merger Agreement, which includes UPlus’ right to unwind the merger in the event we fail to meet the Financial Metrics Plan described in the Merger Agreement. On September 29, 2021, the Company, through HBRP and PointClear entered into a Separation and Settlement Agreement (“ Separation and Settlement Agreement Consulting and Company Stock Option Agreements, the Consulting Agreements by and between HBRP and Shawn Ewing, Thomas White, David Karabinos and Daren McCormick are hereby cancelled by mutual consent and no money or consideration is owed or payable to any party thereunder according to the terms of such Consulting Agreements. The Company stock option agreements by and between the Company and Shawn Ewing, Thomas White and Daren McCormick are hereby cancelled by mutual consent and any option shares, vested or unvested are hereby terminated.

2. SUMMARY OF SIGNIFICANT ACC_2

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	May 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three months ended May 31, 2021, are not necessarily indicative of the final results that may be expected for the year ending February 28, 2022. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the period ended February 28, 2021, included in our Form 10-K filed with the SEC on June 7, 2021 (“Form 10-K”). Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
COVID-19	On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 Outbreak continues to evolve as of this date. As such, we cannot estimate the full magnitude that the pandemic will have on our business. If the COVID-19 Outbreak continues, it may have a material adverse effect on the Company’s financial condition, liquidity, and future results of operations for the Company’s fiscal year ending February 29, 2022 and beyond. Management is actively monitoring the impact of the global pandemic on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 Outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 Outbreak on its results of operations, financial condition, or liquidity for the Company’s fiscal year ending February 29, 2022. The impacts of the current COVID-19 pandemic are broad reaching and the impacts on the Company’s sales of advisory services is to date unknown. Due to the COVID-19 outbreak, there is significant uncertainty surrounding
Critical Accounting Policies	Our critical accounting policies, including the assumptions and judgments underlying them are below. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any significant degree.
Revenue Recognition	In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company recognized 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 charged clients a fee for our management consulting services based on time (e.g. hourly or project-based or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of May 31, 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 May 31, 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.
Basic and Diluted Loss per Share	The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. Diluted net loss per share is the same as basic net loss per share for periods where the Company reported a net loss because including the 3,000,000 dilutive securities would be anti-dilutive.
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 consolidated financial statements.

3. NOTE RECEIVABLE (Details Nar

3. NOTE RECEIVABLE (Details Narrative) - USD ($)	May 31, 2021	Feb. 28, 2021
Receivables [Abstract]
Note receivable	$ 200,000	$ 0
Interest receivable	$ 2,532	$ 0

4. NOTE PAYABLE (Details Narrat

4. NOTE PAYABLE (Details Narrative) - USD ($)	May 31, 2021	Feb. 28, 2021
Notes Payable [Abstract]
Note payable	$ 200,000	$ 0
Accrued interest	$ 1,266

5. EQUITY (Details)

5. EQUITY (Details)	3 Months Ended
	May 31, 2021$ / sharesshares
Equity [Abstract]
Options outstanding, beginning | shares	785,000
Options granted | shares	2,105,000
Options exercised | shares	0
Options forfeited and expired | shares	(460,000)
Options outstanding, ending | shares	2,430,000
Weighted average exercise price outstanding, beginning	$ .50
Weighted average exercise price granted	0.50
Weighted average exercise price exercised	.00
Weighted average exercise price forfeited and expired	0.50
Weighted average exercise price outstanding, ending	0.50
Weighted average grant date fair value granted	$ 816,439

5. EQUITY (Details 1)

5. EQUITY (Details 1) - $ / shares	3 Months Ended
	May 31, 2021	Feb. 28, 2021
Number of Options	2,430,000	785,000
Outstanding Weighted Average Exercise Price per Share	$ 0.50	$ .50
Exercise Price 0.50
Number of Options	2,430,000
Outstanding Weighted Average Exercise Price per Share	$ 0.50
Weighted Average Remaining Life	6 years 2 months 5 days
Number of Options, Exercisable	1,407,750
Weighted Average Exercise Price per Share, Exercisable	$ 0.50

5. EQUITY (Details 2)

5. EQUITY (Details 2)	3 Months Ended
	May 31, 2021
Expected life	5 years
Dividend yield	0.00%
Minimum
Volatility	106.95%
Risk free interest rate	0.71%
Maximum
Volatility	108.26%
Risk free interest rate	0.90%

5. EQUITY (Details Narrative)

5. EQUITY (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2021	May 31, 2020
Equity [Abstract]
Transaction fees	$ 4,580
Proceeds from sale of common stock	30,420	$ 0
Common shares issued for settlement of accounts payable	$ 38,500	0
Fair value of options granted	$ 816,439
Stock-based compensation expense	$ 252,852	$ 0
Unrecognized expenses related to options	$ 398,138