GenFlat (GFLT) 10-K 7 Jul 22 2022 FY Annual report Financial data

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