GenFlat (GFLT) 10-Q 5 Oct 23 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Aug. 31, 2023	Sep. 25, 2023
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, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
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, 2023	Feb. 28, 2023
Current Assets:
Cash and cash equivalents	$ 27,411	$ 14,192
Note receivable	93,249	106,868
Total current assets	120,660	121,060
Total Assets	120,660	121,060
Current Liabilities:
Accounts payable	91,931	91,143
Accrued expenses	8,448	3,368
Advance, related party	7,000	7,000
Senior secured convertible credit line	104,103	78,271
Total current liabilities	211,482	179,782
Total Liabilities	211,482	179,782
Stockholders' Deficit:
Common stock, $0.001 par value, 200,000,000 shares authorized, 21,303,000 shares issued and outstanding, respectively	21,303	21,303
Additional paid-in capital	3,408,074	3,386,255
Accumulated deficit	(3,520,199)	(3,466,280)
Total Stockholders' Deficit	(90,822)	(58,722)
Total Liabilities and Stockholders' Deficit	$ 120,660	$ 121,060

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Aug. 31, 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	21,303,000
Common stock, outstanding	21,303,000	21,303,000

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022
Revenue:
Revenue	$ 0	$ 0	$ 0	$ 1,884
Total revenue	0	0	0	1,884
Operating expenses:
General and administrative	10,452	8,522	23,143	26,580
Professional fees	9,376	20,646	25,525	68,000
Total operating expenses	19,828	29,168	48,668	94,580
Loss from operations	(19,828)	(29,168)	(48,668)	(92,696)
Other income (expense):
Gain on settlement of liabilities	0	(2,404)	0	14,906
Interest expense	(2,824)	(1,006)	(5,251)	(7,746)
Total other income (expense)	(2,824)	(3,410)	(5,251)	7,160
Net loss	$ (22,652)	$ (32,578)	$ (53,919)	$ (85,536)
Loss per share - basic	$ 0	$ 0	$ 0	$ 0
Loss per share - diluted	$ 0	$ 0	$ 0	$ 0
Weighted average shares outstanding - basic	20,853,000	20,853,000	20,853,000	20,853,000
Weighted average shares outstanding - diluted	20,853,000	20,853,000	20,853,000	20,853,000

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Feb. 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, shares at May. 31, 2022		20,853,000
Balance, amount at May. 31, 2022	(208,001)	$ 20,853	3,123,788	(3,352,642)
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, shares at Aug. 31, 2022		21,303,000
Balance, amount at Aug. 31, 2022	(2,940)	$ 21,303	3,360,977	(3,385,220)
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, shares at Aug. 31, 2022		21,303,000
Balance, amount at Aug. 31, 2022	(2,940)	$ 21,303	3,360,977	(3,385,220)
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)
Stock-based compensation	11,440	0	11,440	0
Net loss	(31,267)	$ 0	0	(31,267)
Balance, shares at May. 31, 2023		21,303,000
Balance, amount at May. 31, 2023	(78,549)	$ 21,303	3,397,695	(3,497,547)
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)
Stock-based compensation	21,819
Net loss	(53,919)
Balance, shares at Aug. 31, 2023		21,303,000
Balance, amount at Aug. 31, 2023	(90,822)	$ 21,303	3,408,074	(3,520,199)
Balance, shares at May. 31, 2023		21,303,000
Balance, amount at May. 31, 2023	(78,549)	$ 21,303	3,397,695	(3,497,547)
Stock-based compensation	10,379	0	10,379	0
Net loss	(22,652)	$ 0	0	(22,652)
Balance, shares at Aug. 31, 2023		21,303,000
Balance, amount at Aug. 31, 2023	$ (90,822)	$ 21,303	$ 3,408,074	$ (3,520,199)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (53,919)	$ (85,536)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	21,819	28,965
Gain on settlement of liabilities	0	(14,906)
Changes in operating assets and liabilities:
Accounts payable	26,620	50,711
Accrued expenses	5,080	(8,513)
Net cash used in operating activities	(400)	(29,279)
Cash Flows from Investing Activities:
Payment received from note receivable	13,619	16,343
Net cash provided by investing activities	13,619	16,343
Cash Flows from Financing Activities:
Payments on notes payable	0	(175,000)
Proceeds from notes payable, related party	0	225,000
Payments on notes payable, related party	0	(50,000)
Net cash provided by financing activities	0	0
Net change in cash and cash equivalents	13,219	(12,936)
Cash and cash equivalents, at beginning of period	14,192	26,013
Cash and cash equivalents, at end of period	27,411	13,077
Supplemental disclosures of cash flow information:
Cash paid for interest	0	5,135
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash investing and financing activities:
Expenses paid with senior secured convertible credit line	25,832	51,174
Common shares issued for settlement of note payable, related party	$ 0	$ 225,000

NATURE OF BUSINESS AND GOING CO

NATURE OF BUSINESS AND GOING CONCERN	6 Months Ended
	Aug. 31, 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	6 Months Ended
	Aug. 31, 2023
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 six months ended August 31, 2023, are not necessarily indicative of the final results that may be expected for the year ending February 28, 2024. 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, 2023, included in our Form 10-K filed with the SEC on May 30, 2023 (“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, 2023, 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, 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 cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of August 31, 2023, 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, 2023 and 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. 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, 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 August 31, 2023 and February 28, 2023, the note receivable balance due from Pointclear was $93,249 and $106,868, respectively.

SENIOR SECURED CREDIT LINE

SENIOR SECURED CREDIT LINE	6 Months Ended
	Aug. 31, 2023
SENIOR SECURED CREDIT LINE
SENIOR SECURED CREDIT LINE	NOTE 4. SENIOR SECURED CREDIT LINE 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. On July 12, 2023, the Company amended the secured convertible note of $100,000 issued on July 1, 2022. The amended secured convertible note was increased to $150,000 and is due on January 1, 2024. As of August 31, 2023 and February 28, 2023, the Company has drawn $104,103 and $78,271 on the convertible note, respectively.

EQUITY

EQUITY	6 Months Ended
	Aug. 31, 2023
EQUITY
EQUITY	NOTE 5. EQUITY Incentive Stock Options During the six months ended August 31, 2023, the Company recognized $21,819 of stock-based compensation related to outstanding stock options. At August 31, 2023, the Company had $114,946 of unrecognized costs related to options. The following table summarizes the stock option activity for the six months ended August 31, 2023: Number of Weighted Average Exercise Price Options Per Share Outstanding at February 28, 2023 1,580,000 $ 0.57 Granted - - Exercised - - Forfeited and expired - - Outstanding at August 31, 2023 1,580,000 $ 0.57 As of August 31, 2023, there were 1,260,466 stock options exercisable. The outstanding stock options have a weighted average remaining term of 4.79 years and have no intrinsic value. Stock Warrants The following table summarizes the stock warrant activity for the six months ended August 31, 2023: Number of Weighted Average Exercise Price Warrants Per Share Outstanding at February 28, 2023 1,400,000 $ 0.50 Granted - - Exercised - - Forfeited and expired - Outstanding at August 31, 2023 1,400,000 $ 0.50 As of August 31, 2023, the outstanding stock warrants have a weighted average remaining term of 0.83 years and have no intrinsic value.

RISK CONCENTRATIONS

RISK CONCENTRATIONS	6 Months Ended
	Aug. 31, 2023
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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Aug. 31, 2023
RISK CONCENTRATIONS
RELATED PARTY TRANSACTIONS	NOTE 7. RELATED PARTY TRANSACTIONS Advance – Related Party During the year ended February 28, 2023 the Company received $7,000 of advances from Stephen Epstein, an Officer of the Company. The advance is unsecured, non-interest bearing and payable on demand. As of August 31, 2023 and February 28, 2023, the advances to the related party totaled $7,000.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Policies)	6 Months Ended
	Aug. 31, 2023
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 six months ended August 31, 2023, are not necessarily indicative of the final results that may be expected for the year ending February 28, 2024. 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, 2023, included in our Form 10-K filed with the SEC on May 30, 2023 (“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, 2023, 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, 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 cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of August 31, 2023, 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, 2023 and 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.
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, 2023
EQUITY
Schedule of Stock Option activity	Number of Weighted Average Exercise Price Options Per Share Outstanding at February 28, 2023 1,580,000 $ 0.57 Granted - - Exercised - - Forfeited and expired - - Outstanding at August 31, 2023 1,580,000 $ 0.57
Schedule of Stock Warrant Activity	Number of Weighted Average Exercise Price Warrants Per Share Outstanding at February 28, 2023 1,400,000 $ 0.50 Granted - - Exercised - - Forfeited and expired - Outstanding at August 31, 2023 1,400,000 $ 0.50

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	6 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
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	6 Months Ended
	Oct. 01, 2021	Aug. 31, 2023	Feb. 28, 2023	Mar. 12, 2021
Note receivable		$ 93,249	$ 106,868
Improvement Loan Agreement [Member]
Due from Related Parties				$ 750,000
Reduced principal owed by PointClear	$ 125,000
Pay to HBRP, or its designee	25,000
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
Loan agreement reduced	$ 150,000

SENIOR SECURED CREDIT LINE (Det

SENIOR SECURED CREDIT LINE (Details Narrative) - USD ($)			6 Months Ended
	Jun. 12, 2023	Jul. 02, 2022	Aug. 31, 2023	Feb. 28, 2023
SENIOR SECURED CREDIT LINE
Convertible note issued	$ 100,000
Secured convertible note increased			$ 150,000
Debt instrument descriptions		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
Convertible notes payble		$ 100,000	$ 104,103	$ 78,271

EQUITY (Details)

EQUITY (Details)	6 Months Ended
	Aug. 31, 2023 $ / 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 outstanding, ending	0.57
Weighted average exercise price granted	0
Weighted average exercise price exercised	0
Weighted average exercise price forfeited and expired	$ 0

EQUITY (Details 1)

EQUITY (Details 1)	6 Months Ended
	Aug. 31, 2023 $ / 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)	6 Months Ended
	Aug. 31, 2023 USD ($) shares
Buyback of common stock shares	21,819
Stock options exercisable	1,260,466
Weighted average remaining term	4 years 9 months 14 days
Incentive Stock Options [Member]
Unrecognized costs | $	$ 114,946
Stock Warrants [Member]
Weighted average remaining term	9 months 29 days

RISK CONCENTRATIONS (Details Na

RISK CONCENTRATIONS (Details Narrative)	Aug. 31, 2023 USD ($)
RISK CONCENTRATIONS
Cash Deposit in Fdic	$ 250,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Aug. 31, 2023	Feb. 28, 2023
Advances from related party	$ 7,000	$ 7,000
Stephen Epstein [Member]
Advances from related party	$ 7,000