GenFlat (GFLT) 10-Q 13 Oct 22 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Aug. 31, 2022	Oct. 12, 2022
Cover [Abstract]
Entity Registrant Name	Healthcare Business Resources Inc.
Entity Central Index Key	0001796949
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Aug. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		21,303,000
Document Quarterly 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
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

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Aug. 31, 2022	Feb. 28, 2022
Current Assets:
Cash and cash equivalents	$ 13,077	$ 26,013
Note receivable	123,210	139,553
Total current assets	136,287	165,566
Total Assets	136,287	165,566
Current Liabilities:
Accounts payable	76,291	76,754
Accrued expenses	11,762	35,181
Notes payable	0	175,000
Note payable, related party	0	50,000
Senior secured convertible credit line	51,174	0
Total current liabilities	139,227	336,935
Total Liabilities	139,227	336,935
Stockholders' Deficit:
Common stock, $0.001 par value, 200,000,000 shares authorized, 21,303,000 and 20,853,000 shares issued and outstanding, respectively	21,303	20,853
Additional paid-in capital	3,360,977	3,107,462
Accumulated deficit	(3,385,220)	(3,299,684)
Total Stockholders' Deficit	(2,940)	(171,369)
Total Liabilities and Stockholders' Deficit	$ 136,287	$ 165,566

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Aug. 31, 2022	Feb. 28, 2022
Consolidated Balance Sheets
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	200,000,000	200,000,000
Common stock, issued	21,303,000	20,853,000
Common stock, outstanding	21,303,000	20,853,000

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Aug. 31, 2022	Aug. 31, 2021	Aug. 31, 2022	Aug. 31, 2021
Revenue:
Revenue	$ 0	$ 9,245	$ 1,884	$ 15,653
Total revenue	0	9,245	1,884	15,653
Operating expenses:
General and administrative	8,522	94,010	26,580	353,799
Professional fees	20,646	85,387	68,000	171,975
Total operating expenses	29,168	179,397	94,580	525,774
Loss from operations	(29,168)	(170,152)	(92,696)	(510,121)
Other income (expense):
Gain (loss) on settlement of liabilities	(2,404)	0	14,906	0
Interest income	0	3,024	0	5,556
Interest expense	(1,006)	(8,492)	(7,746)	(11,469)
Total other income (expense)	(3,410)	(5,468)	7,160	(5,913)
Net loss	$ (32,578)	$ (175,620)	$ (85,536)	$ (516,034)
Loss per share - basic	$ 0	$ (0.01)	$ 0	$ (0.03)
Loss per share - diluted	$ 0	$ (0.01)	$ 0	$ (0.03)
Weighted average shares outstanding - basic	20,853,000	20,853,000	20,853,000	19,699,385
Weighted average shares outstanding - diluted	20,853,000	20,853,000	20,853,000	19,699,385

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Feb. 28, 2021		19,590,000
Balance, amount at Feb. 28, 2021	$ (36,612)	$ 19,590	$ 1,591,283	$ (1,647,485)
Common shares issued for cash, net, shares		70,000
Common shares issued for cash, net, amount	30,420	$ 70	30,350	0
Common shares issued for settlement of accounts payable, shares		77,000
Common shares issued for settlement of accounts payable, amount	38,500	$ 77	38,423	0
Stock-based compensation	252,852	0	252,852	0
Net loss	(340,414)	0	0	(340,414)
Balance, amount at May. 31, 2021	(55,254)	$ 19,737	1,912,908	(1,987,899)
Balance, shares at May. 31, 2021		19,737,000
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	322,841
Net loss	(516,034)
Balance, amount at Aug. 31, 2021	752,851	$ 20,853	2,895,517	(2,163,519)
Balance, shares at Aug. 31, 2021		20,853,000
Balance, shares at May. 31, 2021		19,737,000
Balance, amount at May. 31, 2021	(55,254)	$ 19,737	1,912,908	(1,987,899)
Common shares issued for cash, net, shares		116,000
Common shares issued for cash, net, amount	55,746	$ 116	55,630	0
Common shares issued for settlement of accounts payable, amount	857,990	1,000	856,990	0
Stock-based compensation	69,989	0	69,989	0
Net loss	(175,620)	$ 0	0	(175,620)
Common shares and warrants issued for license, shares		1,000,000
Balance, amount at Aug. 31, 2021	752,851	$ 20,853	2,895,517	(2,163,519)
Balance, shares at Aug. 31, 2021		20,853,000
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)
Stock-based compensation	16,326	0	16,326	0
Net loss	(52,958)	0	0	(52,958)
Balance, amount at May. 31, 2022	(208,001)	$ 20,853	3,123,788	(3,352,642)
Balance, shares at May. 31, 2022		20,853,000
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)
Stock-based compensation	28,965
Net loss	(85,536)
Balance, amount at Aug. 31, 2022	(2,940)	$ 21,303	3,360,977	(3,385,220)
Balance, shares at Aug. 31, 2022		21,303,000
Balance, shares at May. 31, 2022		20,853,000
Balance, amount at May. 31, 2022	(208,001)	$ 20,853	3,123,788	(3,352,642)
Stock-based compensation	12,639	0	12,639	0
Net loss	(32,578)	$ 0	0	(32,578)
Common shares issued for settlement of note payable, related party, shares		450,000
Common shares issued for settlement of note payable, related party, amount	225,000	$ 450	224,550	0
Balance, amount at Aug. 31, 2022	$ (2,940)	$ 21,303	$ 3,360,977	$ (3,385,220)
Balance, shares at Aug. 31, 2022		21,303,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Aug. 31, 2022	Aug. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (85,536)	$ (516,034)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	28,965	322,841
Amortization of right of use asset - operating lease	0	2,228
Gain on settlement of liabilities	(14,906)	0
Changes in operating assets and liabilities:
Interest receivable	0	(5,556)
Other asset	0	(2,050)
Accounts payable	50,711	81,120
Accrued expenses	(8,513)	(1,231)
Right of use operating lease liability	0	(1,331)
Net cash used in operating activities	(29,279)	(120,013)
Cash Flows from Investing Activities:
Issuance of note receivable	0	(200,000)
Payment received from note receivable	16,343	0
Net cash provided by (used in) investing activities	16,343	(200,000)
Cash Flows from Financing Activities:
Proceeds from notes payable	0	250,000
Payments on notes payable	(175,000)	0
Proceeds from notes payable, related party	225,000	50,000
Payments on notes payable, related party	(50,000)	0
Proceeds from equity issuance, net	0	86,166
Net cash provided by financing activities	0	386,166
Net change in cash and cash equivalents	(12,936)	66,153
Cash and cash equivalents, at beginning of period	26,013	35,055
Cash and cash equivalents, at end of period	13,077	101,208
Supplemental disclosures of cash flow information:
Cash paid for interest	5,135	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	0	38,500
Common shares and warrants issued for license	0	857,990
Common shares issued for settlement of note payable, related party	225,000	0
Expenses paid with senior secured convertible credit line	51,174	0
Capitalization of ROU asset and liability - operating	$ 0	$ 14,823

NATURE OF BUSINESS AND GOING CO

NATURE OF BUSINESS AND GOING CONCERN	6 Months Ended
	Aug. 31, 2022
NATURE OF BUSINESS AND GOING CONCERN
NATURE OF BUSINESS AND GOING CONCERN	NOTE 1. NATURE OF BUSINESS AND GOING CONCERN On September 9, 2019 (commencement of operations), Healthcare Business Resources, Inc. (“we”, “our”, the “Company”), a domestic corporation was organized in Delaware to provide consulting services to healthcare organizations. These services include management consulting related to sales, marketing, business development and advisory board function. The Company’s services are designed to help clients increase revenue, improve overall efficiency and effectiveness of their operations and grow strategically. On March 5, 2021, HBR Pointclear, LLC, a Delaware limited liability company was incorporated. HBR Pointclear, LLC was formed to enter into an Option Agreement to Purchase Business Assets with PointClear Solutions, Inc. On June 18, 2021, we and HBR Sub, Inc., a Delaware corporation and our wholly owned subsidiary entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with UserTech U.S. LLC, a Delaware limited liability company (“UPlus”) and UPlus Health, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UPlus (“UPlus Health”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, HBR Sub, Inc. was merged with and into UPlus Health, with UPlus Health surviving the merger on the terms and subject to the conditions set forth in the Merger Agreement and certain ancillary agreements. UPlus Health is now our Company’s wholly owned subsidiary. UPlus helps companies across multiple industries with continuous innovation and market development through the implementation of its proprietary technology called the U+Method, which is a is a step-by-step product development methodology that focuses on front–loading the risky parts of product development before starting large buildouts (the “U+Method Technology”). UPlus has licensed to UPlus Health the U+Method Technology and related intellectual property for use in the health care and medical services industry (the “Medical Industry”), pursuant to the license attached to the Merger Agreement as Exhibit A (the “License Agreement”). UPlus and the Company believe that their individual capabilities and expertise could be combined to provide a unique integrated solution to clients in the Medical Industry; and UPlus’ post transaction participation in providing the anticipated integrated solution is set forth in the services agreement (the “Services Agreement”), a copy of which is set forth as Exhibit B to the Merger Agreement. The Company’s post transaction financial metrics plan for UPlus Health and the anticipated integrated solution is set forth in UPlus Health’s financial metrics plan (“Financial Metrics Plan”), a copy of which is set forth as Exhibit C to the Agreement. UPlus Health will be managed by the Company’s current management team. 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	6 Months Ended
	Aug. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and six months ended August 31, 2022, are not necessarily indicative of the final results that may be expected for the year ending February 28, 2023. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the period ended February 28, 2022, included in our Form 10-K filed with the SEC on July 8, 2022, as amended on July 15, 2022. (“Form 10-K”). Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Impairment of Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of August 31, 2022, no impairment was recorded. Revenue Recognition In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company recognizes revenue from contracts with its customers under ASC Topic 606. As sales are expected to be primarily from sales of advisory services, the Company does not expect significant post-delivery obligations. Revenue from sales of advisory services is recorded over the period earned and are recognized under ASC Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements: · Executed contracts with the Company’s customers that it believes are legally enforceable; · Identification of the performance obligation within the respective contract, which is the delivery of service; · Determination of the transaction price for each performance obligation in the respective contract; · Allocation of the transaction price to each performance obligation; and · Recognition of revenue only when the Company satisfies each performance obligation. We charged clients a fee for our management consulting services based on time (e.g. hourly or project-based or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of August 31, 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 cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of August 31, 2022, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, that we will ever generate enough management consulting revenue to sustain our operations. We plan to charge clients a fee for our financial incentives services primarily based on the economic benefit we facilitate from any incentive programs, when permitted by any applicable rules and guidelines. Where contingency fees are not permissible, fixed fee contracts may be used. As part of our incentive program services, we may be at risk for certain third-party accounting, legal and consulting fees until such time as we are reimbursed by our client, if ever. Basic and Diluted Loss Per Share The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. For the six months ended August 31, 2022, there were 1,580,000 stock options and 1,400,000 warrants which were considered for their dilutive effects but concluded to be anti-dilutive. For the six months ended August 31, 2021, there were 2,760,000 stock options and 1,400,000 warrants which were considered for their dilutive effects but concluded to be anti-dilutive. Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE RECEIVABLE

NOTE RECEIVABLE	6 Months Ended
	Aug. 31, 2022
NOTE RECEIVABLE
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 an unsecured loan of up to $750,000 to PointClear (the “Improvement Loan”) pursuant to the Improvement Loan Agreement (the “Improvement Loan Agreement”), as consideration for obtaining rights under the Option. The loan agreement matures on the earlier of August 1, 2022, or the closing of the purchase of the Asset Purchase Agreement. PointClear is required to use the proceeds under the Improvement Loan to improve the Business and offset operating costs. If HBRP elects to exercise the Option it shall be obligated to pay to PointClear the consideration set forth in the Asset Purchase Agreement and comply with such other terms and conditions that are set forth in the Asset Purchase Agreement. The repayment of any monies lent under the Improvement Loan Agreement to PointClear will be determined based on whether or not HBRP elects to exercise the Option and enter into the Asset Purchase Agreement with Pointclear. The Option Agreement contains customary representations, warranties and covenants of PointClear and HBRP. On September 29, 2021, the Company, through HBRP and PointClear entered into a Separation and Settlement Agreement (“Separation and Settlement Agreement”), effective October 1, 2021, and terminated their mutual obligations under the Option Agreement and Improvement Loan Agreement. Pursuant to the Separation and Settlement Agreement, with respect to the: (i) Option Agreement, the Option Agreement is cancelled and none of the parties have any current or future rights or obligations under the Option Agreement; (ii) Improvement Loan Agreement, the principal owed by PointClear under the Improvement Loan Agreement is reduced to $150,000. Within 30 days of October 1, 2021, PointClear shall pay to HBRP, or its designee, $25,000 which shall reduce the principal owed under the Improvement Loan Agreement to $125,000. PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement, and its repayment shall remain subject to the Improvement Loan Agreement; and (iii) Consulting and Company Stock Option Agreements, the Consulting Agreements by and between HBRP and Shawn Ewing, Thomas White, David Karabinos and Daren McCormick are hereby cancelled by mutual consent and no money or consideration is owed or payable to any party thereunder according to the terms of such Consulting Agreements. The Company stock option agreements by and between the Company and Shawn Ewing, Thomas White and Daren McCormick are hereby cancelled by mutual consent and any option shares, vested or unvested are hereby terminated. As of August 31, 2022, the note receivable balance due from Pointclear was $123,210.

NOTES PAYABLE AND SENIOR SECURE

NOTES PAYABLE AND SENIOR SECURED CREDIT LINE	6 Months Ended
	Aug. 31, 2022
NOTES PAYABLE AND SENIOR SECURED CREDIT LINE
NOTES PAYABLE AND SENIOR SECURED CREDIT LINE	NOTE 4. NOTES PAYABLE AND SENIOR SECURED CREDIT LINE Notes Payable 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. During the six months ended August 31, 2022, the Company repaid the $25,000 note payable and settled accrued interest of $2,688. As of August 31, 2022, the note payable balance was $0, with accrued interest of $0. 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. During the six months ended August 31, 2022, the Company repaid the $150,000 note payable and settled accrued interest of $11,688. As of August 31, 2022, the note payable balance was $0, with accrued interest of $0. 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. During the six months ended August 31, 2022, the Company repaid the $50,000 note payable. As of August 31, 2022, the note payable balance was $0, with accrued interest of $5,622. On May 11, 2022, the Company issued to RSET Investments QOZB, LLC, a related party, a promissory note in the aggregate principal amount of $225,000 (the “$225,000 Promissory Note”). Stephen Epstein, the Company’s Chief Executive Officer, holds a Power of Attorney on behalf of Robert Epstein, who owns and controls RSET Investments QOZB, LLC. 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 agreed to convert the $225,000 promissory note and interest of $530 into 450,000 shares of the Company’s common stock. On July 13, 2022, the Company’s board approved the issuance of the 450,000 shares of common stock. Subsequent to August 31, 2022, the Company issued 450,000 shares to RSET Investments QOZB, LLC. Senior Secured Convertible Credit Line 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 Company's CEO. In the event of an event of default on the note, 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 August 31, 2022, the Company has drawn $51,174 on the convertible note.

EQUITY

EQUITY	6 Months Ended
	Aug. 31, 2022
EQUITY
EQUITY	NOTE 5. EQUITY Share Surrender Agreement 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. Incentive Stock Options During the six months ended August 31, 2022, the Company recognized $28,965 of stock-based compensation related to outstanding stock options. At August 31, 2022, the Company had $162,043 of unrecognized costs related to options. The following table summarizes the stock option activity for the six months ended August 31, 2022: Weighted Average Number of Options Exercise Price Per Share Outstanding at February 28, 2022 1,580,000 $ 0.57 Granted - - Exercised - - Forfeited and expired - - Outstanding at August 31, 2022 1,580,000 $ 0.57 As of August 31, 2022, there were 1,131,482 stock options exercisable. The outstanding stock options have a weighted average remaining term of 5.79 years and have no intrinsic value. Stock Warrants The following table summarizes the stock warrant activity for the six months ended August 31, 2022: Weighted Average Number of Warrants Exercise Price Per Share Outstanding at February 28, 2022 1,400,000 $ 0.50 Granted - - Exercised - - Forfeited and expired - Outstanding at August 31, 2022 1,400,000 $ 0.50 As of August 31, 2022, the outstanding stock warrants have a weighted average remaining term of 1.83 years and have no intrinsic value.

RISK CONCENTRATIONS

RISK CONCENTRATIONS	6 Months Ended
	Aug. 31, 2022
RISK CONCENTRATIONS
RISK CONCENTRATIONS	NOTE 6. RISK CONCENTRATIONS Financial instruments that potentially expose the Company to certain concentrations of credit risk include cash in bank accounts. The cash deposits, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Beginning January 1, 2013, as per FDIC, all deposit accounts, including checking and savings accounts, money market deposit accounts and certificates of deposit are standardly insured for up to $250,000. The standard insurance coverage is per depositor, per insured bank.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Policies)	6 Months Ended
	Aug. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and six months ended August 31, 2022, are not necessarily indicative of the final results that may be expected for the year ending February 28, 2023. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the period ended February 28, 2022, included in our Form 10-K filed with the SEC on July 8, 2022, as amended on July 15, 2022. (“Form 10-K”). Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Impairment of Long-lived Assets	Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of August 31, 2022, no impairment was recorded.
Revenue Recognition	In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company recognizes revenue from contracts with its customers under ASC Topic 606. As sales are expected to be primarily from sales of advisory services, the Company does not expect significant post-delivery obligations. Revenue from sales of advisory services is recorded over the period earned and are recognized under ASC Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements: · Executed contracts with the Company’s customers that it believes are legally enforceable; · Identification of the performance obligation within the respective contract, which is the delivery of service; · Determination of the transaction price for each performance obligation in the respective contract; · Allocation of the transaction price to each performance obligation; and · Recognition of revenue only when the Company satisfies each performance obligation. We charged clients a fee for our management consulting services based on time (e.g. hourly or project-based or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of August 31, 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 cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of August 31, 2022, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, that we will ever generate enough management consulting revenue to sustain our operations. We plan to charge clients a fee for our financial incentives services primarily based on the economic benefit we facilitate from any incentive programs, when permitted by any applicable rules and guidelines. Where contingency fees are not permissible, fixed fee contracts may be used. As part of our incentive program services, we may be at risk for certain third-party accounting, legal and consulting fees until such time as we are reimbursed by our client, if ever.
Basic and Diluted Loss Per Share	The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. For the six months ended August 31, 2022, there were 1,580,000 stock options and 1,400,000 warrants which were considered for their dilutive effects but concluded to be anti-dilutive. For the six months ended August 31, 2021, there were 2,760,000 stock options and 1,400,000 warrants which were considered for their dilutive effects but concluded to be anti-dilutive.
Recent Accounting Pronouncements	The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

EQUITY (Tables)

EQUITY (Tables)	6 Months Ended
	Aug. 31, 2022
EQUITY
Schedule of Stock Option activity	Weighted Average Number of Options Exercise Price Per Share Outstanding at February 28, 2022 1,580,000 $ 0.57 Granted - - Exercised - - Forfeited and expired - - Outstanding at August 31, 2022 1,580,000 $ 0.57
Schedule of Stock Warrant Activity	Weighted Average Number of Warrants Exercise Price Per Share Outstanding at February 28, 2022 1,400,000 $ 0.50 Granted - - Exercised - - Forfeited and expired - Outstanding at August 31, 2022 1,400,000 $ 0.50

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	6 Months Ended
	Aug. 31, 2022	Aug. 31, 2021
Stock Option [Member]
Potentially antidilutive effets	1,580,000	2,760,000
Warrant [Member]
Potentially antidilutive effets	1,400,000	1,400,000

NOTE RECEIVABLE (Details Narrat

NOTE RECEIVABLE (Details Narrative) - USD ($)	6 Months Ended
	Aug. 31, 2022	Feb. 28, 2022	Oct. 01, 2021	Mar. 12, 2021
Note receivable	$ 123,210	$ 139,553
Improvement Loan Agreement [Member]
Due from Related Parties				$ 750,000
Reduced principal owed by PointClear	$ 150,000
Pay to HBRP, or its designee			$ 25,000
Description of final acceptance	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

NOTES PAYABLE AND SENIOR SECU_2

NOTES PAYABLE AND SENIOR SECURED CREDIT LINE (Details Narrative) - USD ($)				1 Months Ended	2 Months Ended	6 Months Ended
	May 11, 2022	Aug. 06, 2021	Jun. 10, 2021	Sep. 21, 2021	Aug. 31, 2022	Aug. 31, 2022	Sep. 01, 2022	Jul. 13, 2022	Jul. 01, 2022	Jun. 21, 2022
Debt instrument, Aggregate principal amount	$ 225,000	$ 25,000	$ 50,000	$ 150,000
Unsecured debt obligation amount	225,000	25,000	50,000	150,000
Principal amount	$ 225,000	$ 25,000	$ 50,000	$ 150,000
Debt instrument descriptions	principal amount of $225,000 (the “$225,000 Promissory Note”). Stephen Epstein, the Company’s Chief Executive Officer, holds a Power of Attorney on behalf of Robert Epstein, who owns and controls RSET Investments QOZB, LLC. 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	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	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%
Debt istrument, accrued interest										$ 530
Convert notes										$ 225,000
Convert into share										450,000
Common stock issued								450,000
Subsequent Event [Member]
Common stock issued							450,000
Promissory Note 1 [Member]
Debt istrument, accrued interest					$ 0	$ 0
Notes payable, balance					0	0
Notes payable, repaid						25,000
Settled accrued interest						2,688
Promissory Note 2 [Member]
Debt istrument, accrued interest					0	0
Notes payable, balance					0	0
Notes payable, repaid						150,000
Settled accrued interest						11,688
Promissory Note 3 [Member]
Debt istrument, accrued interest					5,622	5,622
Notes payable, balance					$ 0	0
Notes payable, repaid						50,000
Senior Secured Convertible Credit Line [Member]
Debt instrument descriptions					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 Company's CEO. In the event of an event of default on the note, 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.
Secured convertible note									$ 100,000
Value drawn on convertible notes					$ 51,174	$ 51,174

EQUITY (Details)

EQUITY (Details)	6 Months Ended
	Aug. 31, 2022 $ / shares shares
EQUITY
Options outstanding, beginning | shares	1,580,000
Options outstanding, ending | shares	1,580,000
Weighted average exercise price outstanding, beginning	$ 0.57
Weighted average exercise price granted	0
Weighted average exercise price exercised	0
Weighted average exercise price forfeited and expired	0
Weighted average exercise price outstanding, ending	$ 0.57

EQUITY (Details 1)

EQUITY (Details 1)	6 Months Ended
	Aug. 31, 2022 $ / shares shares
Weighted average exercise price Per share, granted	$ 0
Weighted average exercise price per share , exercised	$ 0
Warrant [Member]
Warrant outstanding, beginning | shares	1,400,000
warrant Outstanding, ending | shares	1,400,000
Weighted average exercise price outstanding, beginning	$ 0.50
Weighted average exercise price Per share, granted	0
Weighted average exercise price per share , exercised	0
Weighted average exercise price outstanding, ending	$ 0.50

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)		3 Months Ended				6 Months Ended
	Oct. 05, 2021	Aug. 31, 2022	May 31, 2022	Aug. 31, 2021	May 31, 2021	Aug. 31, 2022	Aug. 31, 2021
Buyback of common stock shares	32,000
Stock options exercisable						1,131,482
Consideration amount of shares	$ 10
Weighted average remaining term						5 years 9 months 14 days
Stock based compensation		$ 12,639	$ 16,326	$ 69,989	$ 252,852	$ 28,965	$ 322,841
Incentive Stock Options [Member]
Stock based compensation						28,965
Unrecognized costs		$ 162,043				$ 162,043
Stock Warrants [Member]
Weighted average remaining term						1 year 9 months 29 days

RISK CONCENTRATIONS (Details Na

RISK CONCENTRATIONS (Details Narrative)	Aug. 31, 2022 USD ($)
RISK CONCENTRATIONS
Cash Deposit in Fdic	$ 250,000