Cover
Cover - shares | 9 Months Ended | |
Nov. 30, 2021 | Jan. 01, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Healthcare Business Resources Inc. | |
Entity Central Index Key | 0001796949 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Nov. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 20,853,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-56214 | |
Entity Tax Identification Number | 84-3639946 | |
Entity Incorporation State Country Code | DE | |
Entity Address Address Line 1 | 718 Thompson Lane | |
Entity Address Address Line 2 | Suite 108-273 | |
Entity Address City Or Town | Nashville | |
Entity Address State Or Province | TN | |
City Area Code | 615 | |
Local Phone Number | 856-5542 | |
Entity Address Postal Zip Code | 37204 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2021 | Feb. 28, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 15,007 | $ 35,055 |
Note receivable | 145,000 | 0 |
Interest receivable | 8,548 | 0 |
Total current assets | 168,555 | 35,055 |
Noncurrent Assets: | ||
Other assets | 2,050 | 0 |
Right of use asset - operating lease | 9,967 | 0 |
License | 857,990 | 0 |
Total noncurrent assets | 870,007 | 0 |
Total Assets | 1,038,562 | 35,055 |
Current Liabilities: | ||
Accounts payable | 85,223 | 36,486 |
Accrued expenses | 31,727 | 35,181 |
Current portion of right of use liability - operating lease | 10,672 | 0 |
Notes payable | 275,000 | 0 |
Note payable - related party | 50,000 | 0 |
Total current liabilities | 452,622 | 71,667 |
Total Liabilities | 452,622 | 71,667 |
Stockholders' Equity (Deficit): | ||
Common stock, $0.001 par value, 200,000,000 shares authorized, 20,853,000 and 19,590,000 shares issued and outstanding, respectively | 20,853 | 19,590 |
Additional paid-in capital | 2,938,729 | 1,591,283 |
Accumulated deficit | (2,373,642) | (1,647,485) |
Total Stockholders' Equity (Deficit) | 585,940 | (36,612) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,038,562 | $ 35,055 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2021 | Feb. 28, 2021 |
Consolidated Balance Sheets | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 20,853,000 | 19,590,000 |
Common stock, outstanding | 20,853,000 | 19,590,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | |
Revenue: | ||||
Revenue | $ 13,289 | $ 0 | $ 28,942 | $ 2,009 |
Total revenue | 13,289 | 0 | 28,942 | 2,009 |
Operating expenses: | ||||
General and administrative | 115,574 | 20,512 | 469,373 | 1,479,019 |
Professional fees | 102,283 | 39,393 | 274,258 | 96,824 |
Total operating expenses | 217,857 | 59,905 | 743,631 | 1,575,843 |
Loss from operations | (204,568) | (59,905) | (714,689) | (1,573,834) |
Other income (expense): | ||||
Interest income | 2,992 | 0 | 8,548 | 0 |
Interest expense | (8,547) | 0 | (20,016) | 0 |
Total other income (expense) | (5,555) | 0 | (11,468) | 0 |
Net loss | $ (210,123) | $ (59,905) | $ (726,157) | $ (1,573,834) |
Loss per share - basic and diluted | $ (0.01) | $ 0 | $ (0.04) | $ (0.08) |
Weighted average shares outstanding - basic and diluted | 20,853,000 | 19,590,000 | 20,133,047 | 19,590,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Feb. 29, 2020 | 19,590,000 | |||
Balance, amount at Feb. 29, 2020 | $ 172,843 | $ 19,590 | $ 173,110 | $ (19,857) |
Net loss | (44,292) | $ 0 | 0 | (44,292) |
Balance, shares at May. 31, 2020 | 19,590,000 | |||
Balance, amount at May. 31, 2020 | 128,551 | $ 19,590 | 173,110 | (64,149) |
Balance, shares at Feb. 29, 2020 | 19,590,000 | |||
Balance, amount at Feb. 29, 2020 | 172,843 | $ 19,590 | 173,110 | (19,857) |
Net loss | (1,573,834) | |||
Stock-based compensation | 1,417,640 | |||
Balance, shares at Nov. 30, 2020 | 19,590,000 | |||
Balance, amount at Nov. 30, 2020 | 1,434,289 | $ 19,590 | 3,008,390 | (1,593,691) |
Balance, shares at May. 31, 2020 | 19,590,000 | |||
Balance, amount at May. 31, 2020 | 128,551 | $ 19,590 | 173,110 | (64,149) |
Net loss | (1,469,637) | 0 | 0 | (1,469,637) |
Stock-based compensation | 1,417,640 | $ 0 | 1,417,640 | 0 |
Balance, shares at Aug. 31, 2020 | 19,590,000 | |||
Balance, amount at Aug. 31, 2020 | 76,554 | $ 19,590 | 1,590,750 | (1,533,786) |
Net loss | (59,905) | 0 | 0 | (59,905) |
Stock-based compensation | 1,417,640 | $ 0 | 1,417,640 | 0 |
Balance, shares at Nov. 30, 2020 | 19,590,000 | |||
Balance, amount at Nov. 30, 2020 | 1,434,289 | $ 19,590 | 3,008,390 | (1,593,691) |
Balance, shares at Feb. 28, 2021 | 19,590,000 | |||
Balance, amount at Feb. 28, 2021 | (36,612) | $ 19,590 | 1,591,283 | (1,647,485) |
Net loss | (340,414) | 0 | 0 | (340,414) |
Stock-based compensation | 252,852 | $ 0 | 252,852 | 0 |
Common shares issued for cash, net, shares | 70,000 | |||
Common shares issued for cash, net, amount | 30,420 | $ 70 | 30,350 | 0 |
Common shares issued for settlement of accounts payable, shares | 77,000 | |||
Common shares issued for settlement of accounts payable, amount | 38,500 | $ 77 | 38,423 | 0 |
Balance, shares at May. 31, 2021 | 19,737,000 | |||
Balance, amount at May. 31, 2021 | (55,254) | $ 19,737 | 1,912,908 | (1,987,899) |
Balance, shares at Feb. 28, 2021 | 19,590,000 | |||
Balance, amount at Feb. 28, 2021 | (36,612) | $ 19,590 | 1,591,283 | (1,647,485) |
Net loss | (726,157) | |||
Stock-based compensation | 366,053 | |||
Balance, shares at Nov. 30, 2021 | 20,853,000 | |||
Balance, amount at Nov. 30, 2021 | 585,940 | $ 20,853 | 2,938,729 | (2,373,642) |
Balance, shares at May. 31, 2021 | 19,737,000 | |||
Balance, amount at May. 31, 2021 | (55,254) | $ 19,737 | 1,912,908 | (1,987,899) |
Net loss | (175,620) | 0 | 0 | (175,620) |
Stock-based compensation | 69,989 | $ 0 | 69,989 | 0 |
Common shares issued for cash, net, shares | 116,000 | |||
Common shares issued for cash, net, amount | 55,746 | $ 116 | 55,630 | 0 |
Common shares issued for settlement of accounts payable, amount | 857,990 | $ 1,000 | 856,990 | 0 |
Common shares and warrants issued for license, shares | 1,000,000 | |||
Balance, shares at Aug. 31, 2021 | 20,853,000 | |||
Balance, amount at Aug. 31, 2021 | 752,851 | $ 20,853 | 2,895,517 | (2,163,519) |
Net loss | (210,123) | 0 | 0 | (210,123) |
Stock-based compensation | 43,212 | $ 0 | 43,212 | 0 |
Balance, shares at Nov. 30, 2021 | 20,853,000 | |||
Balance, amount at Nov. 30, 2021 | $ 585,940 | $ 20,853 | $ 2,938,729 | $ (2,373,642) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (726,157) | $ (1,573,834) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 366,053 | 1,417,640 |
Amortization of right of use asset - operating lease | 4,856 | 0 |
Note receivable impairment | 50,000 | 0 |
Changes in operating assets and liabilities: | ||
Interest receivable | (8,548) | 0 |
Other asset | (2,050) | 0 |
Accounts payable | 87,237 | 49,447 |
Accrued expenses | (3,454) | 0 |
Right of use operating lease liability | (4,151) | 0 |
Net cash used in operating activities | (236,214) | (106,747) |
Cash Flows from Investing Activities: | ||
Issuance of note receivable | (200,000) | 0 |
Payment received from note receivable | 5,000 | 0 |
Net cash used in investing activities | (195,000) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds on notes payable | 400,000 | 0 |
Payments on notes payable | (125,000) | 0 |
Proceeds on notes payable - related party | 50,000 | 0 |
Proceeds from equity issuance, net | 86,166 | 0 |
Net cash provided by financing activities | 411,166 | 0 |
Net change in cash and cash equivalents | (20,048) | (106,747) |
Cash and cash equivalents, at beginning of period | 35,055 | 172,843 |
Cash and cash equivalents, at end of period | 15,007 | 66,096 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 3,666 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Common shares issued for settlement of accounts payable | 38,500 | 0 |
Common shares and warrants issued for license | 857,990 | 0 |
Capitalization of ROU asset and liability - operating | $ 14,823 | $ 0 |
NATURE OF BUSINESS AND GOING CO
NATURE OF BUSINESS AND GOING CONCERN | 9 Months Ended |
Nov. 30, 2021 | |
NATURE OF BUSINESS AND GOING CONCERN | |
NOTE 1. NATURE OF BUSINESS AND GOING CONCERN | NOTE 1. 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. 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. UPlus helps companies across multiple industries with continuous innovation and market development through the implementation of its proprietary technology called the U+Method, which is a is a step-by-step product development methodology that focuses on front–loading the risky parts of product development before starting large buildouts (the “U+Method Technology”). UPlus has licensed to UPlus Health the U+Method Technology and related intellectual property for use in the health care and medical services industry (the “Medical Industry”), pursuant to the license attached to the Merger Agreement as Exhibit A (the “License Agreement”). UPlus and the Company believe that their individual capabilities and expertise could be combined to provide a unique integrated solution to clients in the Medical Industry; and UPlus’ post transaction participation in providing the anticipated integrated solution is set forth in the services agreement (the “Services Agreement”), a copy of which is set forth as Exhibit B to the Merger Agreement. The Company’s post transaction financial metrics plan for UPlus Health and the anticipated integrated solution is set forth in UPlus Health’s financial metrics plan (“Financial Metrics Plan”), a copy of which is set forth as Exhibit C to the Agreement. UPlus Health will be managed by the Company’s current management team. 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. As of August 31, 2021, the total purchase price for the acquisition was determined to be $857,990, which consisted of 1,000,000 shares of common stock with a fair value of $500,000 and 1,400,000 stock warrants with a fair value of $357,990. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. 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 subsidiaries HBR Pointclear, LLC, HBR Business Development, LLC and UPlus Health, 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Nov. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. 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 and nine months ended November 30, 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. 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. Impairment of Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of November 30, 2021, no impairment was recorded. Revenue Recognition In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company recognizes 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 November 30, 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 November 30, 2021, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, 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. For the three and nine months ended November 30, 2021, there were 1,560,000 stock options and 1,400,000 warrants which were considered for their dilutive effects but concluded to be anti-dilutive. For the three and nine months ended November 30, 2020, there were 3,000,000 stock options which were considered for their dilutive effects but concluded to 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. Reclassification Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
Nov. 30, 2021 | |
NOTE RECEIVABLE | |
NOTE 3. NOTE RECEIVABLE | NOTE 3. NOTE RECEIVABLE On March 12, 2021, the 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. On September 29, 2021, the Company, through HBRP and PointClear entered into a Separation and Settlement Agreement (“Separation and Settlement Agreement”), effective October 1, 2021, and terminated their mutual obligations under the Option Agreement and Improvement Loan Agreement. Pursuant to the Separation and Settlement Agreement, with respect to the: (i) Option Agreement, the Option Agreement is cancelled and none of the parties have any current or future rights or obligations under the Option Agreement; (ii) Improvement Loan Agreement, the principal owed by PointClear under the Improvement Loan Agreement is reduced to $150,000. Within 30 days of October 1, 2021, PointClear shall pay to HBRP, or its designee, $25,000 which shall reduce the principal owed under the Improvement Loan Agreement to $125,000. PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement, and its repayment shall remain subject to the Improvement Loan Agreement; and (iii) 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. During the nine months ended November 30, 2021, the Company recorded a $50,000 note receivable impairment related to the separation and settlement agreement. As of November 30, 2021, the note receivable and interest balance due from Pointclear is $145,000 and $8,548, respectively. |
NOTE PAYABLE
NOTE PAYABLE | 9 Months Ended |
Nov. 30, 2021 | |
NOTE PAYABLE | |
NOTE 4. NOTE PAYABLE | NOTE 4. NOTE PAYABLE Notes Payable On March 15, 2021, the Company issued 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. During the nine months ended November 30, 2021, the Company repaid $100,000 of principal on the note. As of November 30, 2021, the note payable balance was $100,000, with accrued interest of $8,367. On June 11, 2021, the 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 the 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 the 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. On October 11, 2021, the Company entered into a cancellation agreement with the noteholder and refunded the total principal amount of $25,000. Pursuant to the cancellation agreement, the noteholder agreed to cancel the note and forfeit any claim on any interest on the note. As of November 30, 2021, the note payable balance was $0, with accrued interest of $0. On August 6, 2021, the 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 the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the 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. As of November 30, 2021, the note payable balance was $25,000, with accrued interest of $953. On September 21, 2021, the Company issued a promissory note in the aggregate principal amount of $150,000 (the “$150,000 Promissory Note”). The principal amount of $150,000 plus all interest under the $150,000 Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $150,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $150,000 Promissory Note is an unsecured debt obligation of the Company. As of November 30, 2021, the note payable balance was $150,000, with accrued interest of $3,452. Notes Payable – Related Party On June 10, 2021, the Company issued to Kenneth Hawkins, a member of the 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. As of November 30, 2021, the note payable balance was $50,000, with accrued interest of $2,844. |
EQUITY
EQUITY | 9 Months Ended |
Nov. 30, 2021 | |
EQUITY | |
NOTE 5. EQUITY | NOTE 5. EQUITY Common stock During nine months ended November 30, 2021, we issued (i) 46,000 shares of the common stock to investors who are not a “U.S. Person,” as that term is defined in Rule 902(k) of Regulation S of the Securities Act for total consideration of $23,000, or $0.50 per share; and (ii) 140,000 shares of to the common stock to investors who are “accredited investors,” as that term is defined Rule 501(a) of Regulation D for total consideration of $70,000, or $0.50 per share. The Company paid transaction fees of $6,834 resulting in net proceeds of $86,166. During the nine months ended November 30, 2021, the Company issued 77,000 shares of common stock with a fair value of $38,500 to settle accounts payable balance. On June 18, 2021, the Company issued to UPlus 1,000,000 shares of common stock and a three-year warrant to purchase 1,400,000 shares of common stock for $0.50 per share related to the Merger Agreement. Incentive Stock Options During the nine months November 30, 2021, the Board of Directors approved grants of 2,755,000 options to consultants. The options have an exercise price ranging from $0.50 - $0.80 and expire five-years following issuance. The total fair value of these option grants at issuance was $1,051,295. Of the newly granted options 588,750 vested at issuance and the remaining options vest over periods from five to sixty months. During the nine months ended November 30, 2021, the Company recognized $366,053 of stock-based compensation related to outstanding stock options. At November 30, 2021, the Company had $209,742 of unrecognized costs related to options. Weighted Average Number of Options Exercise Price Per Share Outstanding at February 28, 2021 785,000 $ 0.50 Granted 2,755,000 0.54 Exercised - - Forfeited and expired (1,960,000 ) 0.50 Outstanding at November 30, 2021 1,580,000 $ 0.57 As of November 30, 2021, there were 1,006,244 stock options exercisable. The outstanding stock options have a weighted average remaining term of 6.54 years and have no intrinsic value. Stock Warrants On June 18, 2021, the Company issued a three-year warrant to purchase 1,400,000 shares of common stock for $0.50 per share pursuant to the Merger Agreement. The total fair value of these warrants at issuance was $357,990. The following table summarizes the stock warrant activity for the nine months ended November 30, 2021: Weighted Average Number of Warrants Exercise Price Per Share Outstanding at February 28, 2021 - $ - Granted 1,400,000 0.50 Exercised - - Forfeited and expired - Outstanding at November 30, 2021 1,400,000 $ 0.50 As of November 30, 2021, the outstanding stock warrants have a weighted average remaining term of 2.58 years and have no intrinsic value. The aggregate fair value of the options and warrants measured during the nine months ended November 30, 2021 were calculated using the Black-Scholes option pricing model based on the following assumptions: Expected life 3-5 years Volatility 79.33-108.26 % Dividend yield 0 % Risk free interest rate 0.47%-1.18 % |
RISK CONCENTRATIONS
RISK CONCENTRATIONS | 9 Months Ended |
Nov. 30, 2021 | |
RISK CONCENTRATIONS | |
NOTE 6. RISK CONCENTRATIONS | NOTE 6. 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. |
LEASE
LEASE | 9 Months Ended |
Nov. 30, 2021 | |
LEASE | |
NOTE 7. LEASE | NOTE 7. LEASE On July 1, 2021, the Company entered into a sixteen month operating lease for office space. The Company’s lease does not contain any material restrictive covenants. The Company incurred lease expense of $2,881 and $4,805 for the three and nine months ended November 30, 2021, respectively. The following table provides the maturities of lease liabilities at November 30, 2021: Operating Lease Maturity of Lease Liability at November 30, 2021 2021 $ 1,025 2022 10,250 Total future undiscounted lease payments $ 11,275 Less: Amounts representing interest (603 ) Present value of lease liabilities $ 10,672 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Nov. 30, 2021 | |
LEASE | |
NOTE 8. SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS On October 5, 2021 the Company entered into a share surrender agreement, in consideration of $10.00 and other good and valuable consideration, a stockholder surrendered 32,000 shares of Company common stock to the Company. As of the date of this filing, the share have not been surrendered. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Policies) | 9 Months Ended |
Nov. 30, 2021 | |
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 and nine months ended November 30, 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. |
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. |
Impairment of Long-lived Assets | Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of November 30, 2021, no impairment was recorded. |
Revenue Recognition | In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company recognizes 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 November 30, 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 November 30, 2021, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, 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. For the three and nine months ended November 30, 2021, there were 1,560,000 stock options and 1,400,000 warrants which were considered for their dilutive effects but concluded to be anti-dilutive. For the three and nine months ended November 30, 2020, there were 3,000,000 stock options which were considered for their dilutive effects but concluded to 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. |
Reclassification | Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
EQUITY | |
Schedule of Stock Option activity | Weighted Average Number of Options Exercise Price Per Share Outstanding at February 28, 2021 785,000 $ 0.50 Granted 2,755,000 0.54 Exercised - - Forfeited and expired (1,960,000 ) 0.50 Outstanding at November 30, 2021 1,580,000 $ 0.57 |
Schedule of Stock Warrant Activity | Weighted Average Number of Warrants Exercise Price Per Share Outstanding at February 28, 2021 - $ - Granted 1,400,000 0.50 Exercised - - Forfeited and expired - Outstanding at November 30, 2021 1,400,000 $ 0.50 |
Schedule of Options and Warrants Measured | Expected life 3-5 years Volatility 79.33-108.26 % Dividend yield 0 % Risk free interest rate 0.47%-1.18 % |
LEASE (Tables)
LEASE (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
LEASE (Tables) | |
Schedule of Maturities of Lease Liabilities | Operating Lease Maturity of Lease Liability at November 30, 2021 2021 $ 1,025 2022 10,250 Total future undiscounted lease payments $ 11,275 Less: Amounts representing interest (603 ) Present value of lease liabilities $ 10,672 |
NATURE OF BUSINESS AND GOING _2
NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | Oct. 05, 2021 | Jun. 18, 2021 | Aug. 31, 2021 | Nov. 30, 2021 | Nov. 30, 2020 |
Issuance of common stock shares | 32,000 | 23,000 | |||
Fair value of common stock, amount | $ 38,500 | $ 0 | |||
Fair value of warrants | $ 857,990 | $ 0 | |||
Merger Agreement [Member] | |||||
Total Purchase price of aquisitions | $ 857,990 | ||||
Common stock shares issued | 1,000,000 | ||||
Fair value of common stock, amount | $ 500,000 | ||||
Warrants issued | 1,400,000 | ||||
Fair value of warrants | $ 357,990 | ||||
Merger Agreement [Member] | UPlus Health [Member] | |||||
Issuance of common stock shares | 1,000,000 | ||||
Warrants to purchase shares of common stock | 1,400,000 | ||||
Common stock price per share | $ 0.50 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | |
Warrant [Member] | ||||
Potentially antidilutive effets | 1,400,000 | 1,400,000 | ||
Stock Option [Member] | ||||
Potentially antidilutive effets | 1,560,000 | 3,000,000 | 1,560,000 | 3,000,000 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | 9 Months Ended | ||
Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | |
Note receivable | $ 145,000 | $ 145,000 | $ 0 |
Note receivable impairment | 50,000 | ||
Interest receivable | $ 8,548 | ||
Improvement Loan Agreement [Member] | |||
Interest receivable | $ 750,000 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | Oct. 11, 2021 | Aug. 06, 2021 | Jun. 11, 2021 | Jun. 10, 2021 | Mar. 15, 2021 | Sep. 21, 2021 | Nov. 30, 2021 |
Debt instrument, Aggregate principal amount | $ 25,000 | $ 25,000 | $ 50,000 | $ 150,000 | |||
Unsecured debt obligation amount | 25,000 | 25,000 | 50,000 | 150,000 | |||
Principal amount | $ 25,000 | $ 25,000 | $ 25,000 | $ 50,000 | $ 150,000 | ||
Debt instrument descriptions | Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid | Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the 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 the Company until the principal amount and all accrued but unpaid interest shall have been paid. | 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 | Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $150,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid | |||
Interest rate | 12.00% | 12.50% | 12.00% | ||||
Promissory Note [Member] | |||||||
Debt istrument, accrued interest | $ 0 | ||||||
Notes payable, balance | 0 | ||||||
Promissory Note 1 [Member] | |||||||
Debt istrument, accrued interest | 953 | ||||||
Notes payable, balance | 25,000 | ||||||
Promissory Note 2 [Member] | |||||||
Debt istrument, accrued interest | 3,452 | ||||||
Notes payable, balance | 150,000 | ||||||
Third Party Promissory Note [Member] | |||||||
Debt instrument, Aggregate principal amount | $ 200,000 | ||||||
Principal amount | $ 200,000 | ||||||
Debt instrument descriptions | 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 | ||||||
Interest rate | 3.00% | ||||||
Debt istrument, accrued interest | $ 8,367 | 2,844 | |||||
Notes payable, balance | $ 100,000 | $ 50,000 |
EQUITY (Details)
EQUITY (Details) | 9 Months Ended |
Nov. 30, 2021$ / sharesshares | |
EQUITY | |
Options outstanding, beginning | shares | 785,000 |
Options granted | shares | 2,755,000 |
Options exercised | shares | 0 |
Options forfeited and expired | shares | (1,960,000) |
Options outstanding, ending | shares | 1,580,000 |
Weighted average exercise price outstanding, beginning | $ / shares | $ 0.50 |
Weighted average exercise price granted | $ / shares | 0.54 |
Weighted average exercise price exercised | $ / shares | 0 |
Weighted average exercise price forfeited and expired | $ / shares | 0.50 |
Weighted average exercise price outstanding, ending | $ / shares | $ 0.57 |
EQUITY (Details 1)
EQUITY (Details 1) | 9 Months Ended |
Nov. 30, 2021$ / sharesshares | |
Warrants, granted | 2,755,000 |
Warrants, exercised | 0 |
Warrants, Forfeited and expired | 1,960,000 |
Weighted average exercise price Per share,granted | $ / shares | $ 0.54 |
Weighted average exercise price per share ,exercised | $ / shares | $ 0 |
Warrant [Member] | |
warrant outstanding, beginning | 0 |
Warrants, granted | 1,400,000 |
Warrants, exercised | 0 |
Warrants, Forfeited and expired | 0 |
warrant Outstanding, ending | 1,400,000 |
Weighted average exercise price outstanding, beginning | $ / shares | $ 0 |
Weighted average exercise price Per share,granted | $ / shares | 0.50 |
Weighted average exercise price per share ,exercised | $ / shares | 0 |
Weighted average share, ending | $ / shares | $ 0.50 |
EQUITY (Details 2)
EQUITY (Details 2) | 9 Months Ended |
Nov. 30, 2021 | |
Dividend yield | 0.00% |
Maximum [Member] | |
Expected life of warrants and options | 5 years |
Volatility of warrants | 108.26% |
Risk free interest rate | 1.18% |
Minimum [Member] | |
Expected life of warrants and options | 3 years |
Volatility of warrants | 79.33% |
Risk free interest rate | 0.47% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Oct. 05, 2021 | Jun. 18, 2021 | Nov. 30, 2021 | Aug. 31, 2021 | May 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Aug. 31, 2021 | Nov. 30, 2021 | Nov. 30, 2020 |
Common shares issued to investors | 46,000 | |||||||||
Transaction fees | $ 6,834 | |||||||||
Accredited investors,total consederation | $ 70,000 | |||||||||
Accredited investors,total consederation,pershare | $ 0.50 | $ 0.50 | ||||||||
Proceeds from sale of common stock | $ 86,166 | $ 0 | ||||||||
Stock options exercisable | 1,006,244 | |||||||||
Weighted average remaining term | 6.54 | |||||||||
Consideration of total common stock | 32,000 | 23,000 | ||||||||
Stock-based compensation expense | $ 43,212 | $ 69,989 | $ 252,852 | $ 1,417,640 | $ 1,417,640 | $ 366,053 | 1,417,640 | |||
Unrecognized expenses related to options | $ 209,742 | 209,742 | ||||||||
Common shares issued for settlement of accounts payable | $ 38,500 | $ 0 | ||||||||
Fair value of options granted | 2,755,000 | |||||||||
Stock Warrants [Member] | ||||||||||
Weighted average remaining term | 2.58 | |||||||||
Purchase of warrants shares | 1,400,000 | |||||||||
Exercise price of common stock | $ 0.50 | |||||||||
Warrants at issuance related to the Merger Agreement | $ 357,990 | |||||||||
Incentive Stock Options [Member] | ||||||||||
Common shares issued to investors | 77,000 | |||||||||
Common shares issued for settlement of accounts payable | $ 38,500 | |||||||||
Stock options granted | $ 2,755,000 | |||||||||
Exercise price, minimum | $ 0.50 | $ 0.50 | ||||||||
Exercise price, maximum | $ 0.80 | $ 0.80 | ||||||||
Total fair value of options | $ 1,051,295 | |||||||||
Fair value of options granted | 588,750 | |||||||||
Description of options period | options vest over periods from five to sixty months | |||||||||
Merger Agreement [Member] | ||||||||||
Common shares issued for settlement of accounts payable | $ 500,000 | |||||||||
UPlus [Member] | Merger Agreement [Member] | ||||||||||
Common shares issued to investors | 1,000,000 | |||||||||
Purchase of warrants shares | 1,400,000 | |||||||||
Exercise price of common stock | $ 0.50 |
RISK CONCENTRATIONS (Details Na
RISK CONCENTRATIONS (Details Narrative) | Nov. 30, 2021USD ($) |
RISK CONCENTRATIONS | |
Cash Deposit in Fdic | $ 250,000 |
LEASE (Details)
LEASE (Details) - USD ($) | Nov. 30, 2021 | Feb. 28, 2021 |
LEASE | ||
2021 | $ 1,025 | |
2022 | 10,250 | |
Total future undiscounted lease payments | 11,275 | |
Less: Amounts representing interest | 31,727 | $ 35,181 |
Present value of lease liabilities | $ 10,672 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Nov. 30, 2021 | Nov. 30, 2021 | |
LEASE | ||
Desription of operating lease | the Company entered into a sixteen month operating lease for office space | |
Lease expense | $ 2,881 | $ 4,805 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative1) - $ / shares | Oct. 05, 2021 | Nov. 30, 2021 |
SUBSEQUENT EVENTS (Details Narrative1) | ||
Buyback of common stock shares | 32,000 | 23,000 |
Consideration amount of shares | $ 10 |