GenFlat (GFLT) 10-K 30 May 23 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Feb. 28, 2023	May 30, 2023	Aug. 31, 2022
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, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		21,303,000
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	BF Borgers CPA PC
Auditor Firm Id	5041
Auditor Location	Lakewood, CO

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Feb. 28, 2023	Feb. 28, 2022
Current Assets:
Cash and cash equivalents	$ 14,192	$ 26,013
Note receivable	106,868	139,553
Total current assets	121,060	165,566
Total Assets	121,060	165,566
Current Liabilities:
Accounts payable	91,143	76,754
Accrued expenses	3,368	35,181
Advance, related party	7,000	0
Notes payable	0	175,000
Note payable, related party	0	50,000
Senior secured convertible credit line	78,271	0
Total current liabilities	179,782	336,935
Total Liabilities	179,782	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	3,386,255	3,107,462
Accumulated deficit	(3,466,280)	(3,299,684)
Total Stockholders' Deficit	(58,722)	(171,369)
Total Liabilities and Stockholders' Deficit	$ 121,060	$ 165,566

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Feb. 28, 2023	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 - USD ($)	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Revenue:
Revenue	$ 1,884	$ 28,942
Total revenue	1,884	28,942
Operating expenses:
General and administrative	57,304	434,858
Professional fees	114,946	319,251
Impairment expense	0	907,990
Total operating expenses	172,250	1,662,099
Loss from operations	(170,366)	(1,633,157)
Other income (expense):
Gain on settlement of liabilities	15,028	0
Interest expense	(11,258)	(19,042)
Total other income (expense)	3,770	(19,042)
Net loss	$ (166,596)	$ (1,652,199)
Loss per share - basic	$ (0.01)	$ (0.08)
Loss per share - diluted	$ (0.01)	$ (0.08)
Weighted average shares outstanding - basic	21,076,764	20,311,058
Weighted average shares outstanding - diluted	21,076,764	20,311,058

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. 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		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
Stock-based compensation	384,786	0	384,786	0
Captial 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)
Stock-based compensation	54,243	0	54,243	0
Net loss	(166,596)	$ 0	0	(166,596)
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, shares at Feb. 28, 2023		21,303,000
Balance, amount at Feb. 28, 2023	$ (58,722)	$ 21,303	$ 3,386,255	$ (3,466,280)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Cash Flows from Operating Activities:
Net loss	$ 166,596	$ 1,652,199
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	54,243	384,786
Amortization of right of use asset - operating lease	0	14,823
Impairment expense	0	907,990
Gain on settlement of liabilities	(15,028)	0
Changes in operating assets and liabilities:
Accounts payable	92,660	78,768
Accrued expenses	(16,785)	0
Right of use operating lease liability	0	(14,823)
Net cash used in operating activities	(51,506)	(280,655)
Cash Flows from Investing Activities:
Issuance of note receivable	0	200,000
Payment received from note receivable	32,685	10,447
Net cash provided by (used in) investing activities	32,685	(189,553)
Cash Flows from Financing Activities:
Proceeds from notes payable	0	400,000
Payments on notes payable	(175,000)	(225,000)
Proceeds from notes payable, related party	225,000	50,000
Payments on notes payable, related party	(50,000)	0
Proceeds from advances, related party	7,000	0
Proceeds from capital contributions, related party	0	150,000
Proceeds from equity issuance, net	0	86,166
Net cash provided by financing activities	7,000	461,166
Net change in cash and cash equivalents	(11,821)	(9,042)
Cash and cash equivalents, at beginning of period	26,013	35,055
Cash and cash equivalents, at end of period	14,192	26,013
Supplemental disclosures of cash flow information:
Cash paid for interest	5,135	3,666
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	78,271	0
Capitalization of ROU asset and liability - operating	$ 0	$ 14,823

NATURE OF BUSINESS AND GOING CO

NATURE OF BUSINESS AND GOING CONCERN	12 Months Ended
	Feb. 28, 2023
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	12 Months Ended
	Feb. 28, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, 2023 and 2022, the Company evaluated long lived assets for impairment and recorded impairment losses of $0 and $907,990, 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, 2023 and 2022. 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, 2023, 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, 2023. 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, 2023 and 2022, reflected in the accompanying statements of operations. As of February 28, 2023 and 2022, 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 common shares, and options for 1,580,000 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, 2023
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 February 28, 2023 and 2022, the note receivable balance due from Pointclear was $106,868 and $139,533, respectively.

NOTES PAYABLE AND SENIOR SECURE

NOTES PAYABLE AND SENIOR SECURED CREDIT LINE	12 Months Ended
	Feb. 28, 2023
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 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, the note payable balance was $0, with accrued interest of $0. 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. During the year ended February 28, 2023, the Company repaid the $25,000 note payable and settled accrued interest of 2,688. As of February 28, 2023, the note payable balance was $0, with accrued interest of $0. 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 February 28, 2023, the Company has drawn $78,271 on the convertible note, with accrued interest of $3,177.

EQUITY

EQUITY	12 Months Ended
	Feb. 28, 2023
EQUITY
EQUITY	NOTE 5. EQUITY Common stock For the year ended February 28,2022 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. 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 For the year ended February 28, 2023 During the year ended February 28, 2023, the Company recognized $54,243 of stock-based compensation related to outstanding stock options. At February 28, 2023, the Company had $136,765 of unrecognized costs related to options. For the year ended February 28,2022 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. The following table summarizes the stock option activity for the years ended February 28, 2023 and 2022: Weighted Average Number of Options Exercise Price Per Share Outstanding at February 28, 2021 785,000 $ 0.50 Granted 2,755,000 0.54 Exercised - - Forfeited and expired (1,960,000 ) 0.50 Outstanding at February 28, 2022 1,580,000 0.57 Granted - - Exercised - - Forfeited and expired - - Outstanding at February 28, 2023 1,580,000 $ 0.57 As of February 28, 2023, there were 1,201,474 stock options exercisable. The outstanding stock options have a weighted average remaining term of 5.29 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 years ended February 28, 2023 and 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 Granted - - Exercised - - Forfeited and expired - Outstanding at February 28, 2023 1,400,000 $ 0.50 As of February 28, 2023, the outstanding stock warrants have a weighted average remaining term of 1.34 years and have no intrinsic value. The aggregate fair value of the options and warrants measured during the years ended February 28, 2022 were calculated using the Black-Scholes option pricing model based on the following assumptions: 2022 Expected life (years) 3-5 Volatility (1) 79.33-108.26 % Dividend yield 0 % Risk free interest rate 0.47-1.18 % (1) The Company used a peer group to estimate volatility

INCOME TAXES

INCOME TAXES	12 Months Ended
	Feb. 28, 2023
INCOME TAXES
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, 2023 February 28, 2022 Income tax benefit computed at the statutory rate $ 36,000 $ 343,000 Non-deductible expenses (11,000 ) (318,000 ) Change in valuation allowance (25,000 ) (25,000 ) 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, 2023 February 28, 2022 Deferred income tax assets Net operating losses $ 92,900 $ 67,900 Valuation allowance (92,900 ) (67,900 ) Net deferred income tax assets $ - $ - The Company has an operating loss carry forward of approximately $442,000.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Feb. 28, 2023
Commitments and contingencies
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, 2023
RISK CONCENTRATIONS
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, 2023
LEASE
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, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 10. RELATED PARTY TRANSACTIONS Capital Contributions 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. Advance – Related Party During the year ended February 28, 2023 the Company received $7,000 in advances from Stephen Epstein, an Officer of the Company. The advance is unsecured, non-interest bearing and payable on demand. As of February 28, 2023, the advances, related party totaled $7,000. 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. During the year ended February 28, 2023, the Company repaid the $ 50,000 note payable and $5,500 of accrued interest. As of February 28, 2023, the note payable balance was $0, with accrued interest of $0. 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 November 30, 2022, the Company issued 450,000 shares to RSET Investments QOZB, LLC.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Feb. 28, 2023
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, 2023 and 2022, the Company evaluated long lived assets for impairment and recorded impairment losses of $0 and $907,990, 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, 2023 and 2022.
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, 2023, 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, 2023.
Fair Value of Financial Instruments	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, 2023, 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. 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, 2023 and 2022, reflected in the accompanying statements of operations. As of February 28, 2023 and 2022, 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 common shares, and options for 1,580,000 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, 2023
EQUITY
Summary of Stock Option Activity	Weighted Average Number of Options Exercise Price Per Share Outstanding at February 28, 2021 785,000 $ 0.50 Granted 2,755,000 0.54 Exercised - - Forfeited and expired (1,960,000 ) 0.50 Outstanding at February 28, 2022 1,580,000 0.57 Granted - - Exercised - - Forfeited and expired - - Outstanding at February 28, 2023 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 Granted - - Exercised - - Forfeited and expired - Outstanding at February 28, 2023 1,400,000 $ 0.50
Summary of Warrants Measured	2022 Expected life (years) 3-5 Volatility (1) 79.33-108.26 % Dividend yield 0 % Risk free interest rate 0.47-1.18 %

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Feb. 28, 2023
INCOME TAXES
Summary of Income Tax Reconciliation	Year Ended Year Ended February 28, 2023 February 28, 2022 Income tax benefit computed at the statutory rate $ 36,000 $ 343,000 Non-deductible expenses (11,000 ) (318,000 ) Change in valuation allowance (25,000 ) (25,000 ) Provision for income taxes $ - $ -
Summary of Deferred Tax Assets	As of As of February 28, 2023 February 28, 2022 Deferred income tax assets Net operating losses $ 92,900 $ 67,900 Valuation allowance (92,900 ) (67,900 ) Net deferred income tax assets $ - $ -

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Impairment of losses	$ 0	$ 907,990
Warrant [Member]
Potentially antidilutive effets	1,400,000	1,400,000
Stock Option [Member]
Potentially antidilutive effets	1,580,000	1,580,000

NOTE RECEIVABLE (Details Narrat

NOTE RECEIVABLE (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 01, 2021	Feb. 28, 2023	May 11, 2022	Feb. 28, 2022	Aug. 06, 2021	Jun. 11, 2021	Jun. 10, 2021
Note receivable		$ 106,868		$ 139,533
unsecured loan			$ 225,000		$ 25,000	$ 25,000	$ 50,000
Improvement Loan Agreement [Member]
unsecured loan				$ 750,000
Loan Agreement reduced	$ 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

NOTES PAYABLE AND SENIOR SECU_2

NOTES PAYABLE AND SENIOR SECURED CREDIT LINE (Details Narrative) - USD ($)							1 Months Ended	12 Months Ended
	Jul. 02, 2022	May 11, 2022	Aug. 06, 2021	Jun. 11, 2021	Jun. 10, 2021	Mar. 15, 2021	Oct. 11, 2021	Feb. 28, 2023	Feb. 28, 2022	Jun. 21, 2022
Debt instrument, Aggregate principal amount			$ 25,000	$ 25,000
interest Expenses					$ 50,000			$ 11,258	$ 19,042
Unsecured debt obligation amount		$ 225,000	25,000	25,000	50,000
Principal amount					$ 50,000
Principal amount			$ 25,000	$ 25,000			$ 25,000
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 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 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
Interest rate			12%	12.50%
Debt istrument, accrued interest								2,688		$ 530
Repayment of notes payable								175,000	225,000
CEO [Member]
Convertible note	$ 100,000							78,271
interest Expenses			$ 25,000	$ 25,000
Promissory Notes			$ 25,000	$ 25,000
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		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.
Debt istrument, accrued interest								3,177
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	8%					3%
Debt istrument, accrued interest						$ 8,827		0
Notes payable, balance						$ 200,000		0
Promissory Note [Member]
Debt istrument, accrued interest									0
Notes payable, balance									0
Promissory Note 1 [Member]
Principal amount					$ 50,000
Debt istrument, accrued interest								0	1,653
Repayment of notes payable								25,000
Notes payable, balance					$ 50,000			$ 0	$ 25,000

EQUITY (Details)

EQUITY (Details) - $ / shares	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Options outstanding, beginning	1,580,000	785,000
Options outstanding, Ending	1,580,000	1,580,000
Weighted average exercise price outstanding, beginning	$ 0.57	$ 0.50
Weighted average exercise price outstanding, ending	0.57	$ 0.57
Number Of Options
Options granted		2,755,000
Options forfeited and expired		(1,960,000)
Weighted average exercise Per Share
Weighted average exercise price granted	0	$ 0.54
Weighted average exercise price exercised	0	0
Weighted average exercise price forfeited and expired	$ 0	$ 0.50

EQUITY (Details 1)

EQUITY (Details 1) - Warrant [Member] - $ / shares	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
warrant outstanding, beginning	1,400,000
Warrants, granted		1,400,000
warrant Outstanding, ending	1,400,000	1,400,000
Weighted average exercise price outstanding, beginning	$ 0.50	$ 0
Weighted average exercise price Per share, granted	0	0.50
Weighted average exercise price per share , exercised	0	0
Weighted average exercise price per share , forfeited and expired	0	0
Weighted average share, ending	$ 0.50	$ 0

EQUITY (Details 2)

EQUITY (Details 2)	12 Months Ended
	Feb. 28, 2022
Minimum [Member]
Expected life of warrants and options	3 years
Volatility of warrants	79.33%
Dividend yield	0%
Risk free interest rate	0.47%
Maximum [Member]
Expected life of warrants and options	5 years
Volatility of warrants	108.26%
Dividend yield	0%
Risk free interest rate	1.18%

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Oct. 05, 2021	Jun. 18, 2021	Feb. 28, 2023	Feb. 28, 2022
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			$ 0	$ 86,166
Stock options exercisable				1,201,474
Weighted average remaining term				5.29
Consideration of total common stock	32,000			23,000
Equity contributions				$ 150,000
Stock based compensation			54,243	$ 384,786
Stock Warrants [Member]
Weighted average remaining term				1.34
Purchase of warrants shares		1,400,000
Exercise price of common stock		$ 0.50
Warrants at issuance related to the Merger Agreement		$ 357,990
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 granted				$ 2,755,000
Stock based compensation			54,243	384,786
Unrecognized costs			$ 136,765	$ 191,008
Exercise price, minimum				$ 0.50
Per share				0.50
Exercise price, maximum				$ 0.80
Total fair value of options				$ 1,051,295
Fair value of options granted				588,750
Description of options period				options vest over periods from five to sixty months

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
INCOME TAXES
Income tax benefit computed at the statutory rate	$ 36,000	$ 343,000
Non-deductible expenses	(11,000)	(318,000)
Change in valuation allowance	(25,000)	(25,000)
Provision for income tax	$ 0	$ 0

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	Feb. 28, 2023	Feb. 28, 2022
INCOME TAXES
Net operating loss	$ 92,900	$ 67,900
Less: valuation allowance	(92,900)	(67,900)
Net deferred income tax asset	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Feb. 28, 2023 USD ($)
INCOME TAXES
Operating loss carryforwards	$ 442,000
Fedral Income taxes rate	21%

RISK CONCENTRATIONS (Details Na

RISK CONCENTRATIONS (Details Narrative)	Feb. 28, 2023 USD ($)
RISK CONCENTRATIONS
Cash Deposit in Fdic	$ 250,000

LEASE (Details Narrative)

LEASE (Details Narrative)	12 Months Ended
	Feb. 28, 2023 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) - USD ($)				12 Months Ended
	May 11, 2022	Aug. 06, 2021	Jun. 10, 2021	Feb. 28, 2023	Feb. 28, 2022	Dec. 01, 2022	Jul. 13, 2022	Jun. 21, 2022	Jun. 11, 2021
promissory note aggregate principal amount			$ 50,000
Interest Expenses			$ 50,000	$ 11,258	$ 19,042
Advances from related party				7,000
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 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 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
Totaladvances from related party				7,000
Unsecured debt obligation amount	$ 225,000	$ 25,000	$ 50,000						$ 25,000
Convert notes								$ 225,000
Debt istrument, accrued interest				2,688				530
Convert into share								$ 450,000
Common stock issued							$ 450,000
Promissory Notes [Member]
Common stock issued						$ 450,000
Extended Promissory Note					50,000
Two Entities [Member]
Advances from related party					150,000
Promissory Note 1 [Member]
promissory note aggregate principal amount			50,000
Debt istrument, accrued interest				0	1,653
Accrued interest				5,500	4,323
Notes payable, balance			$ 50,000	0	25,000
Notes payable, repaid				$ 50,000	$ 50,000