Shorepower (SPEV) 10-K 15 Jun 22 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Feb. 28, 2022	Jun. 14, 2022	Aug. 31, 2020
Document And Entity Information [Abstract]
Document Type	10-K
Document Period End Date	Feb. 28, 2022
Entity Registrant Name	UNITED STATES BASKETBALL LEAGUE INC
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-15913
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1120072
Entity Address, Address Line One	8270 Woodland Center
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33614
City Area Code	813
Local Phone Number	769-3500
Title of 12(g) Security	Common Stock , $.01 par value
Trading Symbol	USBL
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 2,270,124
Entity Common Stock, Shares Outstanding		8,845,348
Entity Central Index Key	0000764630
Current Fiscal Year End Date	--02-28
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	QI CPA LLC
Auditor Firm ID	6631
Auditor Location	Valley Stream, New York

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Current Assets:
Cash	$ 180,756	$ 75
Prepaid stock for services	32,208
Total Assets	212,964	75
Current Liabilities:
Accounts payable and accrued expenses	13,478	271,158
Credit card obligations		5,127
Due to related parties		2,159,631
Total Current Liabilities	13,478	2,435,916
Total Liabilities	13,478	2,435,916
Stockholders' Equity (Deficit):
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none and 1,105,679 shares issued and outstanding, respectively		11,057
Common stock, $0.01 par value, 100,000,000 shares authorized; 8,845,348 and 3,552,502 shares issued, respectively	88,453	35,525
Additional paid-in-capital	7,346,701	2,679,855
Accumulated deficit	(7,193,214)	(5,119,824)
Treasury stock, at cost; 39,975 shares of common stock	(42,454)	(42,454)
Total Stockholders' Equity (Deficit)	199,486	(2,435,841)
Total Liabilities and Stockholders' Deficit	$ 212,964	$ 75

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 28, 2022	Feb. 28, 2021
BALANCE SHEETS
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	1,105,679
Preferred stock, shares outstanding	0	1,105,679
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	8,845,348	3,552,502
Treasury stock, shares	39,975	39,975

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
STATEMENTS OF OPERATIONS
Revenue - related party	$ 5,000
Operating Expenses:
Professional fees	31,551	$ 13,750
General and administrative	229,484	12,747
Director compensation	48,000
Total operating expenses	309,035	26,497
Loss from Operations	(304,035)	(26,497)
Other Income (Expense):
Gain on forgiveness of debt	55,270
Other income	2,000
Interest expense	(1,699,145)
Loss on conversion of debt - related party	(127,480)
Total other expense	(1,769,355)
Net loss	$ (2,073,390)	$ (26,497)
Loss per Common Share:
Basic	$ (0.36)	$ 0
Diluted	$ (0.36)	$ 0
Weighted Average Number of Common Shares Outstanding:
Basic	5,752,866	3,512,527
Diluted	5,752,866	3,512,527

STATEMENT OF STOCKHOLDERS' EQUI

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock	Total
Beginning balance, value at Feb. 29, 2020	$ 35,525	$ 11,057	$ 2,679,855	$ (5,093,327)	$ (42,454)	$ (2,409,344)
Beginning balance, shares at Feb. 29, 2020	3,552,502	1,105,679			39,975
Net Loss				(26,497)		(26,497)
Ending balance, value at Feb. 28, 2021	$ 35,525	$ 11,057	2,679,855	(5,119,824)	$ (42,454)	$ (2,435,841)
Ending balance, shares at Feb. 28, 2021	3,552,502	1,105,679			39,975
Treasury stock ending balance, shares at Feb. 28, 2021						39,975
Common stock issued for director services	$ 4,000		44,000			$ 48,000
Common stock issued for director services, in shares	400,000
Forgiveness of related party debt			2,346,971			2,346,971
Common stock issued for services	$ 4,750		210,500			215,250
Common stock issued for services (In Shares)	475,000
Common stock sold for cash	$ 24,000		216,000			240,000
Common stock sold for cash (In Shares)	2,400,000
Common stock issued for loans payable - related party	$ 3,187		156,163			159,350
Common stock issued for loans payable - related party (In Shares)	318,700
Common stock issued for conversion of preferred	$ 16,991	$ (11,057)	1,693,212			1,699,146
Common stock issued for conversion of preferred (In Shares)	1,699,146	(1,105,679)
Net Loss				(2,073,390)		(2,073,390)
Ending balance, value at Feb. 28, 2022	$ 88,453		$ 7,346,701	$ (7,193,214)	$ (42,454)	$ 199,486
Ending balance, shares at Feb. 28, 2022	8,845,348				39,975
Treasury stock ending balance, shares at Feb. 28, 2022						39,975

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
STATEMENTS OF CASH FLOWS
Net Loss	$ (2,073,390)	$ (26,497)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of debt	(55,270)
Loss on conversion of debt - related party	127,480
Interest stock expense	1,699,145
Common stock granted for director fees	48,000
Common stock issued for services	183,043
Change in operating assets and liabilities:
Accounts payable and accrued expenses	(46,997)	25,271
Net cash used in operating activities	(117,989)	(1,226)
Cash Flows from Investing Activities	0	0
Cash Flows from Financing Activities:
Increase in due to related parties	58,670	1,000
Loans payable	3,581
Repayment of loan payable	(3,581)
Cash proceeds from sale of common stock	240,000
Net cash provided by financing activities	298,670	1,000
Net change in cash	180,681	(226)
Cash, beginning of year	75	301
Cash, end of year	180,756	75
Supplemental disclosures of cash flow information:
Interest paid	0	0
Supplemental disclosure of non-cash financing activity:
Related party loans converted to common stock	$ 31,870	$ 0

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Feb. 28, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS United States Basketball League, Inc. (“USBL”) is a holding company currently evaluating and assessing new business opportunities. The Company was incorporated in Delaware on May 29, 1984 as a wholly owned subsidiary of Meisenheimer Capital, Inc. (“MCI”) for the purpose of developing and managing a professional basketball league, the United States Basketball League (the “League”). Since the inception of the League, USBL has primarily engaged in selling franchises and managing the League. From 1985 and up to the present time, USBL has sold a total of approximately forty active franchises (teams), a vast majority of which were terminated for non-payment of their respective franchise obligations. Seasons from 2008 through 2018, inclusive, have been cancelled. On April 7, 2021, through a series of Stock Purchase Agreements (the “Purchase Agreements”), the majority owners of the Company, Richard C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer, Meisenheimer Capital, Inc. and Spectrum Associates, Inc. (the “Sellers”) sold 2,704,007 common shares which it held, to a new investor group. The Sellers also sold 1,105,644 of USBL’s preferred stock at a per share price of $.057 per share to EROP Enterprises, LLC. As a result of the sale of common and preferred stock by the Sellers, the Company experienced a change in control. World Equity Markets acted in the capacity of a broker/dealer for the Purchase Agreements and was issued 125,000 shares of common stock for its services, and Verde Capital was issued 150,000 shares for Consulting Services. Effective April 7, 2021, the Board of Directors accepted the resignation of Daniel T. Meisenheimer, III as Chairman of the Board of Directors and President of the Company. Effective April 7, 2021, Saeb Jannoun was appointed to fill the vacancy following the resignation of Daniel T. Meisenheimer, III as Chairman of the Board of Directors and President of the Company. Mr. Michael Pruitt also joined the Board. ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Feb. 28, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of 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’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, valuation allowances for income taxes, stock-based compensation. Concentration of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended February 28, 2022 or 2021. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements on February 28, 2022 and 2021. Net Income (Loss) Per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. 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 against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of February 28, 2022, and 2021, no liability for unrecognized tax benefits was required to be reported. Revenue Recognition In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. ​

GOING CONCERN

GOING CONCERN	12 Months Ended
	Feb. 28, 2022
GOING CONCERN
GOING CONCERN	NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has an accumulated deficit of $7,193,214, and few sources of revenue. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	12 Months Ended
	Feb. 28, 2022
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ February 28, February 28, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ Legal and accounting services’ vendors ​ $ — ​ $ 101,424 Transfer agent and EDGAR agent ​ — ​ 8,660 Rent due Genvest, LLC (an entity controlled by the two officers of USBL) ​ — ​ 144,000 Accrued interest on MCREH note payable to president of USBL ​ — ​ 13,562 Security deposit due CADCOM (an entity controlled by the two officers of USBL) ​ — ​ 2,725 Other ​ — ​ 777 Total ​ $ — ​ $ 271,158 ​

DUE TO PRIOR RELATED PARTIES

DUE TO PRIOR RELATED PARTIES	12 Months Ended
	Feb. 28, 2022
DUE TO PRIOR RELATED PARTIES
DUE TO PRIOR RELATED PARTIES	NOTE 5 – DUE TO PRIOR RELATED PARTIES Due to related parties consist of: ​ ​ February 28, February 28, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ USBL loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation controlled by the two officers of USBL, interest at 6%, due on demand ​ $ — ​ $ 1,324,689 USBL loans payable to the two officers of USBL, interest at 6%, due on demand ​ — ​ 569,317 USBL loans payable to Daniel T. Meisenheimer, Jr. Trust, a trust controlled by the two officers of USBL, non-interest bearing, due on demand ​ — ​ 48,850 MCREH note payable to president of USBL, interest at 7%, due on demand ​ — ​ 48,000 MCREH loan payable to Spectrum, non-interest bearing, due on demand ​ — ​ 4,500 MCREH loan payable to president of USBL, non-interest bearing, due on demand ​ — ​ 5,000 MCREH loan payable to Meisenheimer Capital, Inc., non-interest bearing, due on demand ​ — ​ 159,275 Total ​ $ — ​ $ 2,159,631 ​ On April 7, 2021, as part of the purchase and sale agreement, the principals of MCI consisting of Daniel Meisenheimer III, Richard Meisenheimer and their affiliated entities have agreed to cancel previously issued and outstanding loans made to the Company. Spectrum Associates agreed to cancel indebtedness in the amount of $1,318,789 and the principals (D. Meisenheimer III and R. Meisenheimer) and their other affiliates agreed to cancel indebtedness in the amount of $815,590. As a result of the debt cancellation the Company recognized a gain on the forgiveness of debt of $55,270 and credited $2,346,971 to additional paid in capital.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Feb. 28, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS During the year ended February 28, 2022, Saeb Jannoun, CEO advanced the Company $3,000 for general operating expense. The advance was non-interest bearing and due on demand. On July 26, 2021, Mr. Jannoun converted the $3,000 into 30,000 shares of common stock. The shares were valued at $0.50, the closing stock price on the date of conversion, for a loss on conversion of debt of $12,000. During the year ended February 28, 2022, EROP Enterprises LLC (“EROP”), a significant shareholder, advanced the Company $28,870 for general operating expense. The advance was non-interest bearing and due on demand. On July 26, 2021, EROP converted the $28,870 into 288,700 shares of common stock. The shares were valued at $0.50, the closing stock price on the date of conversion, for a loss on conversion of debt of $115,480. On April 7, 2021, the Company issued 200,000 restricted shares of common stock each to two of its directors for services. The shares were valued at $0.12, the closing stock price on the date of grant, for total non-cash expense of $48,000. During the year ended February 28, 2022, EROP purchased 1,475,000 shares of common stock for $147,500. In addition, the Company granted 200,000 shares of common stock to EROP for services per the terms of a consulting agreement. The shares were valued at $0.52, the closing stock price on the date of grant, for total non-cash expense of $104,000. The expense is being amortized over the one-year term of the service agreement with EROP. As of February 28, 2022, the Company recognized $73,667 of the expense. During the year ended February 28, 2022, the Company was engaged by a relative of a shareholder to provide consulting services. As of February 28, 2022, the Company has recorded $5,000 of consulting revenue for services provided. During the year ended February 28, 2022, an individual of EROP, advanced the Company $3,581 for general operating expenses. The advance was non-interest bearing and due on demand. The advance was repaid in July 2021.

PREFERRED STOCK

PREFERRED STOCK	12 Months Ended
	Feb. 28, 2022
PREFERRED STOCK
PREFERRED STOCK	NOTE 7 – PREFERRED STOCK On May 18, 2021, the Company increased its authorized shares of Preferred Stock from 2,000,000 to 10,000,000 shares. Each share of preferred stock has five votes, is entitled to a 2% cumulative annual dividend, and is convertible at any time into one share of common stock. On February 28, 2022, EROP converted its 1,105,679 shares of Series A Preferred stock into 1,699,146 shares of common stock. As a result of the conversion the Company recognized interest expense of $1,699,145. As of February 28, 2022, there were no shares of preferred stock issued and outstanding

COMMON STOCK TRANSACTIONS

COMMON STOCK TRANSACTIONS	12 Months Ended
	Feb. 28, 2022
COMMON STOCK TRANSACTIONS
COMMON STOCK TRANSACTIONS	NOTE 8 – COMMON STOCK TRANSACTIONS On April 29, 2021, the Company issued 125,000 shares of common stock to World Equity Markets who acted in the capacity of a broker/dealer for the Purchase Agreements (Note 1). The shares were valued at $0.71, the closing stock price on the date of grant, for total non-cash expense of $88,750. The expense is being amortized over the six-month term of the service agreement with World Equity Markets. As of February 28, 2022, the Company recognized $88,750 of the expense. On April 6, 2021, the Company issued 150,000 shares of common stock to Verde Capital, LLC for consulting services. The shares were valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $22,500. The expense is being amortized over the one-year term of the service agreement with Verde Capital, LLC. As of February 28, 2022, the Company recognized $20,625 of the expense. During the year ended February 28, 2022, the Company sold 2,400,000 shares of common stock for total cash proceeds of $240,000. On May 18, 2021, the Company increased its authorized shares of Common Stock to 100,000,000 shares. Refer to Note 6 for common stock issued to related parties. ​

INCOME TAXES

INCOME TAXES	12 Months Ended
	Feb. 28, 2022
INCOME TAXES
INCOME TAXES	NOTE 9 – INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used. Net deferred tax assets consist of the following components as of February: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Deferred tax assets: ​ ​ NOL Carryover ​ $ (295,000) ​ $ (279,500) Related Party Accruals ​ — ​ 561,500 Less: valuation allowance ​ (295,000) ​ (282,000) Net deferred tax asset ​ $ — ​ $ — ​ The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended February 28, due to the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Deferred Tax Assets: ​ ​ Book Loss ​ $ (435,400) ​ $ (5,600) Related Party Accruals ​ (453,500) ​ 200 Other nondeductible expenses ​ 341,700 ​ Less valuation allowance ​ 547,200 ​ 5,400 ​ ​ $ — ​ $ — ​ At February 28, 2022, the Company had net operating loss carry forwards of approximately $1,135,000 that may be offset against future taxable income. NOLs from tax years up to 2017 can be carried forward twenty years. Under the CARES Act, the Company carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. No tax benefit has been reported in the February 28, 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Feb. 28, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of 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’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, valuation allowances for income taxes, stock-based compensation.
Concentration of Credit Risk	Concentration of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Stock-based Compensation	Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended February 28, 2022 or 2021.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements on February 28, 2022 and 2021.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.
Income Taxes	Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. 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 against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of February 28, 2022, and 2021, no liability for unrecognized tax benefits was required to be reported.
Revenue Recognition	Revenue Recognition In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	12 Months Ended
	Feb. 28, 2022
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Schedule of accounts payable and accrued expenses	​ ​ ​ ​ ​ ​ ​ ​ ​ February 28, February 28, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ Legal and accounting services’ vendors ​ $ — ​ $ 101,424 Transfer agent and EDGAR agent ​ — ​ 8,660 Rent due Genvest, LLC (an entity controlled by the two officers of USBL) ​ — ​ 144,000 Accrued interest on MCREH note payable to president of USBL ​ — ​ 13,562 Security deposit due CADCOM (an entity controlled by the two officers of USBL) ​ — ​ 2,725 Other ​ — ​ 777 Total ​ $ — ​ $ 271,158

DUE TO PRIOR RELATED PARTIES (T

DUE TO PRIOR RELATED PARTIES (Tables)	12 Months Ended
	Feb. 28, 2022
DUE TO PRIOR RELATED PARTIES
Schedule of due to related parties	​ ​ February 28, February 28, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ USBL loans payable to Spectrum Associates, Inc. (“Spectrum”), a corporation controlled by the two officers of USBL, interest at 6%, due on demand ​ $ — ​ $ 1,324,689 USBL loans payable to the two officers of USBL, interest at 6%, due on demand ​ — ​ 569,317 USBL loans payable to Daniel T. Meisenheimer, Jr. Trust, a trust controlled by the two officers of USBL, non-interest bearing, due on demand ​ — ​ 48,850 MCREH note payable to president of USBL, interest at 7%, due on demand ​ — ​ 48,000 MCREH loan payable to Spectrum, non-interest bearing, due on demand ​ — ​ 4,500 MCREH loan payable to president of USBL, non-interest bearing, due on demand ​ — ​ 5,000 MCREH loan payable to Meisenheimer Capital, Inc., non-interest bearing, due on demand ​ — ​ 159,275 Total ​ $ — ​ $ 2,159,631

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Feb. 28, 2022
INCOME TAXES
Schedule of net deferred tax assets	​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Deferred tax assets: ​ ​ NOL Carryover ​ $ (295,000) ​ $ (279,500) Related Party Accruals ​ — ​ 561,500 Less: valuation allowance ​ (295,000) ​ (282,000) Net deferred tax asset ​ $ — ​ $ —
Schedule of income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations	​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Deferred Tax Assets: ​ ​ Book Loss ​ $ (435,400) ​ $ (5,600) Related Party Accruals ​ (453,500) ​ 200 Other nondeductible expenses ​ 341,700 ​ Less valuation allowance ​ 547,200 ​ 5,400 ​ ​ $ — ​ $ —

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) - $ / shares	Apr. 29, 2021	Apr. 07, 2021	Feb. 28, 2022
Subsidiary, Sale of Stock [Line Items]
Entity Incorporation, Date Of Incorporation			May 29, 1984
EROP Enterprises LLC
Subsidiary, Sale of Stock [Line Items]
Share issued or sold			1,475,000
Purchase Agreements
Subsidiary, Sale of Stock [Line Items]
Share issued or sold		2,704,007
Purchase Agreements | Verde Capital
Subsidiary, Sale of Stock [Line Items]
Share issued or sold		150,000
Purchase Agreements | EROP Enterprises LLC
Subsidiary, Sale of Stock [Line Items]
Price per share		$ 0.057
Purchase Agreements | Series A Preferred Shares | EROP Enterprises LLC
Subsidiary, Sale of Stock [Line Items]
Share issued or sold		1,105,644
Purchase Agreements | Common Stock
Subsidiary, Sale of Stock [Line Items]
Share issued or sold	125,000
Purchase Agreements | Common Stock | Investor
Subsidiary, Sale of Stock [Line Items]
Share issued or sold		125,000

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
GOING CONCERN
Accumulated deficit	$ 7,193,214	$ 5,119,824

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Schedule of Accounts Payable And Accrued Expenses (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Legal and accounting services' vendors		$ 101,424
Transfer agent and EDGAR agent		8,660
Rent due Genvest, LLC (an entity controlled by the two officers of USBL)		144,000
Accrued interest on MCREH note payable to president of USBL		13,562
Security deposit due CADCOM (an entity controlled by the two officers of USBL)		2,725
Other		777
Total	$ 13,478	$ 271,158

ACCOUNTS PAYABLE AND ACCRUED _4

ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Schedule of Accounts Payable And Accrued Expenses (Details) (Parenthetical)	12 Months Ended
	Feb. 28, 2022person
CADCOM
Accounts Payable And Accrued Expenses [Line items]
Number of former officers	2
Genvest LLC
Accounts Payable And Accrued Expenses [Line items]
Number of former officers	2

DUE TO PRIOR RELATED PARTIES -

DUE TO PRIOR RELATED PARTIES - Schedule of Due to Related Parties (Details)	Feb. 28, 2021USD ($)
Related Party Transaction [Line Items]
Total	$ 2,159,631
USBL loans payable to Spectrum Associates, Inc. ("Spectrum")
Related Party Transaction [Line Items]
Total	1,324,689
USBL loans payable to the two officers of USBL
Related Party Transaction [Line Items]
Total	569,317
USBL loans payable to Daniel T. Meisenheimer, Jr. Trust
Related Party Transaction [Line Items]
Total	48,850
MCREH note payable to president of USBL
Related Party Transaction [Line Items]
Total	48,000
MCREH loan payable to Spectrum, non-interest bearing, due on demand
Related Party Transaction [Line Items]
Total	4,500
MCREH loan payable to president of USBL, non-interest bearing, due on demand
Related Party Transaction [Line Items]
Total	5,000
MCREH loan payable to Meisenheimer Capital, Inc
Related Party Transaction [Line Items]
Total	$ 159,275

DUE TO PRIOR RELATED PARTIES _2

DUE TO PRIOR RELATED PARTIES - Schedule of Due to Related Parties (Details) (Parenthetical)	12 Months Ended
	Feb. 28, 2022person
USBL loans payable to Spectrum Associates, Inc. ("Spectrum")
Related Party Transaction [Line Items]
Number of former officers	2
Percentage of interest due on demand	6.00%
USBL loans payable to the two officers of USBL
Related Party Transaction [Line Items]
Number of former officers	2
Percentage of interest due on demand	6.00%
USBL loans payable to Daniel T. Meisenheimer, Jr. Trust
Related Party Transaction [Line Items]
Number of former officers	2
MCREH note payable to president of USBL
Related Party Transaction [Line Items]
Percentage of interest due on demand	7.00%

DUE TO PRIOR RELATED PARTIES _3

DUE TO PRIOR RELATED PARTIES - Additional Information (Details) - USD ($)	Apr. 07, 2021	Feb. 28, 2022
Related Party Transaction [Line Items]
Gain on forgiveness of debt	$ 55,270	$ 55,270
Purchase Agreements
Related Party Transaction [Line Items]
Agreed to cancel indebtedness amount	1,318,789
Additional Paid-in Capital
Related Party Transaction [Line Items]
Gain on forgiveness of debt	2,346,971
Other affiliates
Related Party Transaction [Line Items]
Agreed to cancel indebtedness amount	$ 815,590

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	Jul. 26, 2021USD ($)$ / sharesshares	Apr. 07, 2021USD ($)director$ / sharesshares	Feb. 28, 2022USD ($)$ / sharesshares
Related Party Transactions [Line Items]
Loss on conversion of debt - related party			$ 127,480
Total non-cash expense			48,000
Advance for general operating expenses			3,581
Service revenue from related party			5,000
EROP Enterprises LLC
Related Party Transactions [Line Items]
Other Cost and Expense, Operating			$ 28,870
Debt amount converted	$ 28,870
Number of shares issued on conversion of debt | shares	288,700
Closing stock price | $ / shares	$ 0.50
Loss on conversion of debt - related party	$ 115,480
Common stock issued for services (In Shares) | shares			200,000
Total non-cash expense			$ 104,000
Granted shares of common stock | shares			1,475,000
Total purchase price			$ 147,500
Verde Capital
Related Party Transactions [Line Items]
Expense amortized period			1 year
Share-based payment arrangement, Expense			$ 73,667
CEO
Related Party Transactions [Line Items]
Other Cost and Expense, Operating			$ 3,000
Debt amount converted	$ 3,000
Number of shares issued on conversion of debt | shares	30,000
Closing stock price | $ / shares	$ 0.50
Loss on conversion of debt - related party	$ 12,000
Directors
Related Party Transactions [Line Items]
Closing stock price | $ / shares		$ 0.12	$ 0.52
Restricted shares of common stock | shares		200,000
Number of Directors | director		2
Total non-cash expense		$ 48,000

PREFERRED STOCK (Details)

PREFERRED STOCK (Details)	12 Months Ended
	Feb. 28, 2022USD ($)Voteshares	May 18, 2021shares	Feb. 28, 2021shares
Class of Stock [Line Items]
Preferred stock, shares authorized	10,000,000		10,000,000
Number of votes for each share of preferred stock | Vote	5
Preferred Stock, Dividend Rate, Percentage	2.00%
Convertible into share of common stock	1
Interest expense on conversion | $	$ 1,699,145
Preferred Stock, Shares Issued	0		1,105,679
Preferred stock, shares outstanding	0		1,105,679
Series A Preferred Shares
Class of Stock [Line Items]
Convertible into share of common stock	1,699,146
Series A Preferred Shares | EROP Enterprises LLC
Class of Stock [Line Items]
Convertible into share of common stock	1,105,679
Preferred Stock | Maximum
Class of Stock [Line Items]
Preferred stock, shares authorized		10,000,000
Preferred Stock | Minimum
Class of Stock [Line Items]
Preferred stock, shares authorized		2,000,000

COMMON STOCK TRANSACTIONS (Deta

COMMON STOCK TRANSACTIONS (Details) - USD ($)	Apr. 29, 2021	Apr. 07, 2021	Apr. 06, 2021	Feb. 28, 2022	May 18, 2021	Feb. 28, 2021
Non-cash expense				$ 183,043
Cash proceeds from sale of common stock				$ 240,000
Common stock, shares authorized				100,000,000		100,000,000
Common Stock
Share-based payment arrangement, Expense				$ 2,400,000
Cash proceeds from sale of common stock				$ 240,000
Common stock, shares authorized					100,000,000
Purchase Agreements
Share issued or sold		2,704,007
Purchase Agreements | Common Stock
Share issued or sold	125,000
Closing stock price	$ 0.71
Expense amortized period				6 months
Non-cash expense	$ 88,750
Share-based payment arrangement, Expense				$ 88,750
Verde Capital | Consulting Services
Expense amortized period				1 year
Share-based payment arrangement, Expense				$ 20,625
Verde Capital | Consulting Services | Common Stock
Share issued or sold			150,000
Closing stock price			$ 0.15
Non-cash expense			$ 22,500

INCOME TAXES - Net deferred tax

INCOME TAXES - Net deferred tax assets (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
INCOME TAXES
U.S. federal income tax rate	21.00%
Deferred tax assets:
NOL Carryover	$ (295,000)	$ (279,500)
Related Party Accruals		561,500
Less: valuation allowance	$ (295,000)	$ (282,000)

INCOME TAXES - Net deferred t_2

INCOME TAXES - Net deferred tax assets by U.S. federal income tax (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Deferred Tax Assets:
Book Loss	$ (435,400)	$ (5,600)
Related Party Accruals	(453,500)	200
Other nondeductible expenses	341,700
Less valuation allowance	547,200	$ 5,400
Income tax provision	$ 0

INCOME TAXES - Additional infor

INCOME TAXES - Additional information (Details)	12 Months Ended
	Feb. 28, 2022USD ($)
INCOME TAXES
Net operating loss carry forwards	$ 1,135,000
Operating loss carried forward period (in years)	20 years
Operating loss carryback period (in years)	5 years
Tax benefit	$ 0