Cover
Cover - USD ($) | 12 Months Ended | ||
Feb. 28, 2022 | Jul. 07, 2022 | Aug. 31, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | Healthcare Business Resources Inc. | ||
Entity Central Index Key | 0001796949 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --02-28 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Feb. 28, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 20,853,000 | ||
Entity Public Float | $ 895,500 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-56214 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 84-3639946 | ||
Entity Interactive Data Current | Yes | ||
Icfr Auditor Attestation Flag | false | ||
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 | ||
Entity Address Postal Zip Code | 37204 | ||
City Area Code | 615 | ||
Local Phone Number | 856-5542 | ||
Security 12b Title | Common Stock, Par Value $0.001 | ||
Auditor Name | B F Borgers | ||
Auditor Firm Id | 5041 | ||
Auditor Location | Colorado |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 26,013 | $ 35,055 |
Note receivable | 139,553 | 0 |
Total current assets | 165,566 | 35,055 |
Total Assets | 165,566 | 35,055 |
Current Liabilities: | ||
Accounts payable | 76,754 | 36,486 |
Accrued expenses | 35,181 | 35,181 |
Notes payable | 175,000 | 0 |
Note payable, related party | 50,000 | 0 |
Total current liabilities | 336,935 | 71,667 |
Total Liabilities | 336,935 | 71,667 |
Stockholders' 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 | 3,107,462 | 1,591,283 |
Accumulated deficit | (3,299,684) | (1,647,485) |
Total Stockholders' Deficit | (171,369) | (36,612) |
Total Liabilities and Stockholders' Deficit | $ 165,566 | $ 35,055 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 28, 2022 | 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 - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Revenue: | ||
Revenue | $ 28,942 | $ 4,019 |
Total revenue | 28,942 | 4,019 |
Operating expenses: | ||
General and administrative | 434,858 | 1,510,728 |
Professional fees | 319,251 | 119,395 |
Impairment expense | 907,990 | 0 |
Total operating expenses | 1,662,099 | 1,630,123 |
Loss from operations | (1,633,157) | (1,626,104) |
Other expense: | ||
Interest expense | (19,042) | (1,524) |
Total other expense | (19,042) | (1,524) |
Net loss | $ (1,652,199) | $ (1,627,628) |
Loss per share - basic and diluted | $ (0.08) | $ (0.08) |
Weighted average shares outstanding - basic and diluted | 20,311,058 | 19,590,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (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) |
Stock-based compensation | 1,418,173 | 0 | 1,418,173 | 0 |
Net loss | (1,627,628) | $ 0 | 0 | (1,627,628) |
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) |
Stock-based compensation | 384,786 | $ 0 | 384,786 | 0 |
Common shares issued for cash, net, shares | 186,000 | |||
Common shares issued for cash, net, amount | 86,166 | $ 186 | 85,980 | 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 |
Common shares and warrants issued for license, shares | 1,000,000 | |||
Common shares and warrants issued for license, amount | 857,990 | $ 1,000 | 856,990 | 0 |
Capital contributions, related party | 150,000 | 0 | 150,000 | 0 |
Net loss | (1,652,199) | $ 0 | 0 | (1,652,199) |
Balance, shares at Feb. 28, 2022 | 20,853,000 | |||
Balance, amount at Feb. 28, 2022 | $ (171,369) | $ 20,853 | $ 3,107,462 | $ (3,299,684) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,652,199) | $ (1,627,628) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 384,786 | 1,418,173 |
Amortization of right of use asset - operating lease | 14,823 | 0 |
Impairment expense | 907,990 | 0 |
Changes in operating assets and liabilities: | ||
Interest receivable | (5,235) | |
Accounts payable | 78,768 | 36,486 |
Accrued expenses | 0 | 35,181 |
Right of use operating lease liability | (14,823) | 0 |
Net cash used in operating activities | (280,655) | (137,788) |
Cash Flows from Financing Activities: | ||
Issuance of note receivable | (200,000) | 0 |
Payment received from note receivable | 10,447 | 0 |
Net cash used in investing activities | (189,553) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds on notes payable | 400,000 | 0 |
Payments on notes payable | (225,000) | 0 |
Proceeds on notes payable, related party | 50,000 | 0 |
Proceeds from capital contributions, related party | 150,000 | 0 |
Proceeds from equity issuance, net | 86,166 | 0 |
Net cash provided by financing activities | 461,166 | 0 |
Net change in cash and cash equivalents | (9,042) | (137,788) |
Cash and cash equivalents, at beginning of period | 35,055 | 172,843 |
Cash and cash equivalents, at end of period | 26,013 | 35,055 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 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 | 12 Months Ended |
Feb. 28, 2022 | |
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 a separate license agreement (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 a separate services agreement (the “Services 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”). UPlus Health is 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. During the year ended February 28, 2022, the Company recorded a $857,990 impairment related to the license due to lack of progress. 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 | 12 Months Ended |
Feb. 28, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. 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 basis of accounting applied is United States generally accepted accounting principles (US 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. 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. During the years ended February 28, 2022 and 2021, the Company evaluated long lived assets for impairment and recorded impairment losses of $907,990 and $0, respectively. 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, 2022 and 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 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 February 28, 2022, 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 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. 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, 2022. 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, 2022 and 2021, reflected in the accompanying statements of operations. As of February 28, 2022 and 2021, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 1,400,000 and 0 common shares, and options for 1,580,000 and 780,000 common shares, respectively. 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. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Feb. 28, 2022 | |
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 March 12, 2021, our Company, through our 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 On September 29, 2021, all of the above parties 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: 1. Option Agreement, the Option Agreement was cancelled and neither of the parties have any current or future rights or obligations under the Option Agreement. 2. Improvement Loan Agreement, the principal owed by PointClear under the Improvement Loan Agreement was 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. 3. Consulting and Registrant Stock Option Agreements, the Consulting Agreements by and between HBRP and related consultants were 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 related stock option agreements by and between the Company and related consultants were cancelled by mutual consent and all option shares, vested or unvested were terminated. During the year ended February 28, 2022, the Company recorded a $50,000 note receivable impairment related to the separation and settlement agreement. As of February 28, 2022, the note receivable balance due from Pointclear is $139,553. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Feb. 28, 2022 | |
NOTES PAYABLE | |
NOTE 4. NOTES PAYABLE | NOTE 4. NOTES 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 year ended February 28, 2022, the Company repaid $200,000 of principal on the note. As of February 28, 2022, $8,827 of accrued interest on the note payable remained outstanding. 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 February 28, 2022, 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 February 28, 2022, the note payable balance was $25,000, with accrued interest of $1,653. 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 February 28, 2022, the note payable balance was $150,000, with accrued interest of $7,890. 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 February 28, 2022, the note payable balance was $50,000, with accrued interest of $4,323. Subsequent to February 28, 2022, the Company extended the $50,000 Promissory Note. |
EQUITY
EQUITY | 12 Months Ended |
Feb. 28, 2022 | |
EQUITY | |
NOTE 5. EQUITY | NOTE 5. EQUITY Common stock 2022 During year ended February 28, 2022, 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 year ended February 28, 2022, 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. The common stock was valued at $0.50 per share based on recent sales of common stock for cash, which we believe to be the best estimate of fair value. During the year ended February 28, 2022, the Company received $150,000 in equity contributions from related party. 2021 On July 27, 2020, the Company effected a 20-for-1 stock split Incentive Stock Options 2022 During the year February 28, 2022, 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 year ended February 28, 2022, the Company recognized $384,786 of stock-based compensation related to outstanding stock options. At February 28, 2022, the Company had $191,008 of unrecognized costs related to options. 2021 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 Company’s business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $1,417,640. Subsequent to the options vesting, the officers, directors and consultants who received these options surrendered 2,250,000 stock options in exchange for no consideration. 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 summarizes the stock option activity for the years ended February 28, 2022 and 2021: Weighted Average Number of Options Exercise Price Per Share Outstanding at February 28, 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 Granted 2,755,000 0.54 Exercised - - Forfeited and expired (1,960,000 ) 0.50 Outstanding at February 28, 2022 1,580,000 $ 0.57 As of February 28, 2022, there were 1,057,240 stock options exercisable. The outstanding stock options have a weighted average remaining term of 6.29 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 year ended February 28, 2022: 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 February 28, 2022 1,400,000 $ 0.50 As of February 28, 2022, the outstanding stock warrants have a weighted average remaining term of 2.34 years and have no intrinsic value. The aggregate fair value of the options and warrants measured during the years ended February 28, 2022 and 2021 were calculated using the Black-Scholes option pricing model based on the following assumptions: 2022 2021 Expected life (years) 3-5 5-10 Volatility (1) 79.33 - 108.26 % 118.89 - 120.59 % Dividend yield 0 % 0 % Risk free interest rate 0.47 - 1.18 % 0.36 - 0.59 % (1) The Company used a peer group to estimate volatility |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Feb. 28, 2022 | |
INCOME TAXES | |
NOTE 6. INCOME TAXES | NOTE 6. 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: Year Ended Year Ended February 28,2022 February 28,2021 Income tax benefit computed at the statutory rate $ 343,000 $ 342,000 Non-deductible expenses (318,000 ) (302,000 ) Change in valuation allowance (25,000 ) (40,000 ) 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, 2022 February 28, 2021 Deferred income tax assets Net operating losses $ 67,900 $ 43,900 Valuation allowance (67,900 ) (43,900 ) Net deferred income tax assets $ - $ - The Company has an operating loss carry forward of approximately $326,000. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Feb. 28, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 7. COMMITMENTS AND CONTINGENCIES | NOTE 7. 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. |
RISK CONCENTRATIONS
RISK CONCENTRATIONS | 12 Months Ended |
Feb. 28, 2022 | |
RISK CONCENTRATIONS | |
NOTE 8. RISK CONCENTRATIONS | NOTE 8. 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 | 12 Months Ended |
Feb. 28, 2022 | |
LEASE | |
NOTE 9. LEASE | NOTE 9. 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 accounted for the lease under ASU 842, Leases; however, the lease was cancelled as of December 1, 2021. As a result of the cancellation, both the right of use asset and the lease liability were removed with no gain or loss. The Company incurred lease expense of $4,805 for the year ended February 28, 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Feb. 28, 2022 | |
RELATED PARTY TRANSACTIONS | |
NOTE 10. RELATED PARTY TRANSACTIONS | NOTE 10. RELATED PARTY TRANSACTIONS During the year ended February 28, 2022, the Company received $150,000 in equity contributions from two entities owned by Stephen Epstein, Chief Financial Officer of the Company, and his wife. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Feb. 28, 2022 | |
SUBSEQUENT EVENTS | |
NOTE 11. SUBSEQUENT EVENTS | NOTE 11. 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 shares have not been surrendered. On May 11, 2022, the Company issued a promissory note in the aggregate principal amount of $225,000 (the “$225,000 Promissory Note”). The principal amount of $225,000 plus all interest under the $225,000 Promissory Note will be due and payable on December 31, 2023. Interest on the $225,000 Promissory Note will accrue at the greater of rate of 2.0% per annum or the long-term adjusted applicable federal rates for the current month, 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 $225,000 Promissory Note is an unsecured debt obligation of the Company. On June 21, 2022, the Company received a conversion notice to convert the $225,000 promissory note and interest of $530 into 450,000 shares of the Company’s common stock. The Company will issue the shares upon board approval. In May 2022, the Company repaid the $150,000 Promissory Note, the $50,000 Promissory Note and settled accrued interest of $17,310. In June 2022, the Company repaid the $25,000 Promissory Note and settled accrued interest of $2,647. On July 1, 2022, the Company entered a secured convertible note up to $100,000. The secured convertible note matures on July 1, 2023 and bears interest at 8% per annum. The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the CEO. At the option of the holder, the note can be converted into shares of the Company’s common stock at the conversion price of $0.01 per share. As of the date of this filing, the Company has drawn $38,900 on the convertible note. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 28, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The basis of accounting applied is United States generally accepted accounting principles (US 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. |
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. During the years ended February 28, 2022 and 2021, the Company evaluated long lived assets for impairment and recorded impairment losses of $907,990 and $0, respectively. |
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, 2022 and 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 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 February 28, 2022, 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 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. |
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, 2022. |
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, 2022 and 2021, reflected in the accompanying statements of operations. As of February 28, 2022 and 2021, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 1,400,000 and 0 common shares, and options for 1,580,000 and 780,000 common shares, respectively. |
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. |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
EQUITY | |
Summary of Stock Option Activity | Weighted Average Number of Options Exercise Price Per Share Outstanding at February 28, 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 Granted 2,755,000 0.54 Exercised - - Forfeited and expired (1,960,000 ) 0.50 Outstanding at February 28, 2022 1,580,000 $ 0.57 |
Summary of 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 February 28, 2022 1,400,000 $ 0.50 |
Summary of Warrants Measured | 2022 2021 Expected life (years) 3-5 5-10 Volatility (1) 79.33 - 108.26 % 118.89 - 120.59 % Dividend yield 0 % 0 % Risk free interest rate 0.47 - 1.18 % 0.36 - 0.59 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
INCOME TAXES | |
Summary of Income Tax Reconciliation | Year Ended Year Ended February 28,2022 February 28,2021 Income tax benefit computed at the statutory rate $ 343,000 $ 342,000 Non-deductible expenses (318,000 ) (302,000 ) Change in valuation allowance (25,000 ) (40,000 ) Provision for income taxes $ - $ - |
Summary of Deferred Tax Assets | As of As of February 28, 2022 February 28, 2021 Deferred income tax assets Net operating losses $ 67,900 $ 43,900 Valuation allowance (67,900 ) (43,900 ) Net deferred income tax assets $ - $ - |
NATURE OF BUSINESS AND GOING _2
NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 05, 2021 | Jun. 18, 2021 | Aug. 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Fair value of warrants | $ 857,990 | $ 0 | |||
Issuance of common stock shares | 32,000 | 23,000 | |||
Fair value of common stock, amount | $ 38,500 | $ 0 | |||
Merger Agreement [Member] | |||||
Fair value of warrants | $ 357,990 | ||||
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 | ||||
UPlus Health [Member] | Merger Agreement [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) - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Impairment loss | $ 907,990 | $ 0 |
Warrant [Member] | ||
Potentially antidilutive effets | 1,400,000 | 0 |
Stock Option [Member] | ||
Potentially antidilutive effets | 1,580,000 | 780,000 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 16, 2021 | Feb. 28, 2022 | Oct. 01, 2021 | Mar. 12, 2021 | |
Note receivable impairment | $ 50,000 | |||
Note receivable | 139,553 | |||
Improvement Loan Agreement [Member] | ||||
Interest receivable | 750,000 | |||
Due from Related Parties | $ 750,000 | |||
Description of PointClear made its first draw | pursuant to the Option Agreement and Improvement Loan Agreement, PointClear made its first draw under the Improvement Loan Agreement for $200,000. | |||
Reduced principal owed by PointClear | $ 150,000 | |||
Pay to HBRP, or its designee | $ 25,000 | |||
Reduce principal owed | $ 125,000 | |||
Description of final acceptance | PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement, and its repayment shall remain subject to the Improvement Loan Agreement. |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Oct. 11, 2021 | Aug. 06, 2021 | Jun. 11, 2021 | Jun. 10, 2021 | Mar. 15, 2021 | Sep. 21, 2021 | Feb. 28, 2022 | |
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. | 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 | 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% | 12.50% | 12% | ||||
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% | ||||||
Debt istrument, accrued interest | $ 8,827 | $ 4,323 | |||||
Notes payable, balance | $ 200,000 | 50,000 | |||||
Promissory Note [Member] | |||||||
Debt istrument, accrued interest | 0 | ||||||
Notes payable, balance | 0 | ||||||
Promissory Note 1 [Member] | |||||||
Debt istrument, accrued interest | 1,653 | ||||||
Notes payable, balance | 25,000 | ||||||
Promissory Note 2 [Member] | |||||||
Debt istrument, accrued interest | 7,890 | ||||||
Notes payable, balance | $ 150,000 |
EQUITY (Details)
EQUITY (Details) - $ / shares | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
EQUITY | ||
Options outstanding, beginning | 785,000 | 0 |
Options granted | 2,755,000 | 3,035,000 |
Options exercised | 0 | 0 |
Options forfeited and expired | (1,960,000) | (2,250,000) |
Options outstanding, ending | 1,580,000 | 785,000 |
Weighted average exercise price outstanding, beginning | $ 0.50 | $ 0 |
Weighted average exercise price granted | 0.54 | 0.50 |
Weighted average exercise price exercised | 0 | 0 |
Weighted average exercise price forfeited and expired | 0.50 | 0.50 |
Weighted average exercise price outstanding, ending | $ 0.57 | $ 0.50 |
EQUITY (Details 1)
EQUITY (Details 1) - $ / shares | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Warrants, granted | 2,755,000 | 3,035,000 |
Warrants, exercised | 0 | 0 |
Warrants, Forfeited and expired | 1,960,000 | 2,250,000 |
Weighted average exercise price Per share, granted | $ 0.54 | $ 0.50 |
Weighted average exercise price per share , exercised | $ 0 | $ 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 | $ 0 | |
Weighted average exercise price Per share, granted | 0.50 | |
Weighted average share, ending | 0.50 | |
Weighted average exercise price per share , exercised | $ 0 |
EQUITY (Details 2)
EQUITY (Details 2) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Expected life of warrants and options | 3 years | 5 years |
Volatility of warrants | 79.33% | 118.89% |
Risk free interest rate | 0.47% | 0.36% |
Maximum [Member] | ||
Expected life of warrants and options | 5 years | 10 years |
Volatility of warrants | 108.26% | 120.59% |
Risk free interest rate | 1.18% | 0.59% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Oct. 05, 2021 | Nov. 09, 2020 | Aug. 08, 2020 | Jun. 18, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Common shares issued to investors | 46,000 | |||||||||
Transaction fees | $ 6,834 | |||||||||
Accredited investors,total consederation | $ 70,000 | |||||||||
Accredited investors, common stock | 140,000 | |||||||||
Accredited investors,total consederation,pershare | $ 0.50 | |||||||||
Proceeds from sale of common stock | $ 86,166 | $ 0 | ||||||||
Stock options exercisable | 1,057,240 | |||||||||
Weighted average remaining term | 6.29 | |||||||||
Consideration of total common stock | 32,000 | 23,000 | ||||||||
Equity contributions | $ 150,000 | |||||||||
Common shares issued for settlement of accounts payable | 38,500 | 0 | ||||||||
Stock based compensation | $ 384,786 | $ 1,418,173 | ||||||||
Fair value of options granted | 2,755,000 | 3,035,000 | ||||||||
Stock Warrants [Member] | ||||||||||
Weighted average remaining term | 2.34 | |||||||||
Purchase of warrants shares | 1,400,000 | |||||||||
Exercise price of common stock | $ 0.50 | |||||||||
Warrants at issuance related to the Merger Agreement | $ 357,990 | |||||||||
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 | |||||||||
Incentive Stock Options [Member] | ||||||||||
Common shares issued to investors | 77,000 | |||||||||
Stock options to purchase | 3,000,000 | 25,000 | 10,000 | |||||||
Increased shares reserve | 8,000,000 | |||||||||
Common shares vest | 25,000 | 10,000 | ||||||||
Share vest description | The 25,000 shares will vest at a rate of 1,000 share per month until the option is 100% vested. | The 10,000 shares will vest at a rate of 2,000 share per year until the option is 100% vested. | ||||||||
Common shares issued for settlement of accounts payable | $ 38,500 | |||||||||
Stock options granted | 2,755,000 | |||||||||
Stock based compensation | $ 1,418,173 | 384,786 | ||||||||
Unrecognized costs | $ 13,460 | $ 191,008 | $ 13,460 | |||||||
Exercise price, minimum | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | ||||||
Per share | 0.50 | |||||||||
Exercise price, maximum | $ 0.80 | |||||||||
Total fair value of options | $ 1,417,640 | $ 9,990 | $ 4,003 | $ 1,051,295 | ||||||
Options surrendered | 2,250,000 | |||||||||
Fair value of options granted | 588,750 | |||||||||
Description of options period | options vest over periods from five to sixty months |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
INCOME TAXES | ||
Income tax benefit computed at the statutory rate | $ 343,000 | $ 342,000 |
Non-deductible expenses | (318,000) | (302,000) |
Change in valuation allowance | (25,000) | (40,000) |
Provision for income tax | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
INCOME TAXES | ||
Net operating loss | $ 67,900 | $ 43,900 |
Less: valuation allowance | (67,900) | (43,900) |
Net deferred income tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Feb. 28, 2022 USD ($) | |
INCOME TAXES | |
Operating loss carryforwards | $ 326,000 |
Fedral Income taxes rate | 21% |
RISK CONCENTRATIONS (Details Na
RISK CONCENTRATIONS (Details Narrative) | Feb. 28, 2022 USD ($) |
RISK CONCENTRATIONS | |
Cash Deposit in Fdic | $ 250,000 |
LEASE (Details Narrative)
LEASE (Details Narrative) | 12 Months Ended |
Feb. 28, 2022 USD ($) | |
LEASE | |
Desription of operating lease | the Company entered into a sixteen month operating lease for office space |
Lease expense | $ 4,805 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Feb. 28, 2022 USD ($) |
RISK CONCENTRATIONS | |
Equity contributions | $ 150,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
May 11, 2022 | Oct. 11, 2021 | Oct. 05, 2021 | Aug. 06, 2021 | Jun. 11, 2021 | Jun. 10, 2021 | Jul. 01, 2022 | Jun. 30, 2022 | Jun. 21, 2022 | May 31, 2022 | Sep. 21, 2021 | Feb. 28, 2022 | |
Buyback of common stock shares | 32,000 | 23,000 | ||||||||||
Consideration amount of shares | $ 10 | |||||||||||
Debt instrument, Aggregate principal 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. | 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 | 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. | ||||||||
Unsecured debt obligation amount | $ 25,000 | $ 25,000 | $ 50,000 | $ 150,000 | ||||||||
Subsequent Event [Member] | ||||||||||||
Description of conversion notice to convert promissory note and interest | the Company received a conversion notice to convert the $225,000 promissory note and interest of $530 into 450,000 shares of the Company’s common stock. | |||||||||||
Promissory Note [Member] | ||||||||||||
Settled accrued interest | $ 0 | |||||||||||
Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||
Debt instrument, Aggregate principal amount | $ 225,000 | |||||||||||
Principal amount | $ 225,000 | |||||||||||
Debt instrument descriptions | the $225,000 Promissory Note will be due and payable on December 31, 2023. Interest on the $225,000 Promissory Note will accrue at the greater of rate of 2.0% per annum or the long-term adjusted applicable federal rates for the current month, 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. | |||||||||||
Unsecured debt obligation amount | $ 225,000 | |||||||||||
Settled accrued interest | $ 2,647 | $ 17,310 | ||||||||||
Repaid the Promissory Note | $ 25,000 | |||||||||||
Promissory Note 1 [Member] | ||||||||||||
Settled accrued interest | 1,653 | |||||||||||
Promissory Note 1 [Member] | Subsequent Event [Member] | ||||||||||||
Repaid the Promissory Note | 150,000 | |||||||||||
Promissory Note 2 [Member] | ||||||||||||
Settled accrued interest | $ 7,890 | |||||||||||
Promissory Note 2 [Member] | Subsequent Event [Member] | ||||||||||||
Repaid the Promissory Note | $ 50,000 | |||||||||||
Secured Convertible Note [Member] | Subsequent Event [Member] | ||||||||||||
Convertible note | $ 100,000 | |||||||||||
Maturity date | Jul. 01, 2023 | |||||||||||
Interest rate per annum | 8% | |||||||||||
Conversion price | $ 0.01 | |||||||||||
Drawn on the convertible note | $ 38,900 | |||||||||||
Secured Convertible Note [Member] | Subsequent Event [Member] | CEO [Member] | ||||||||||||
Common stock | 11,000,000 |