10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C., 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ___________________

Commission File Number: 000-56214

 Healthcare Business Resources Inc.

 (Exact Name of Registrant as Specified in its Charter) 

Delaware	84-3639946
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

718 Thompson Lane, Suite 108-273

 Nashville, TN 37204

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: 615-856-5542

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Title of each class Trading Symbol(s) Name of each exchange on which registered

Securities registered pursuant to section 12(g) of the Act:

Common Stock, Par Value $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $895,500 as of August 31, 2021.

The number of shares of the registrant’s common stock outstanding as of July 7, 2022 was 20,853,000.

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	Business	4
ITEM 1A.	Risk Factors	10
ITEM 1B.	Unresolved Staff Comments	20
ITEM 2.	Properties	20
ITEM 3.	Legal Proceedings	20
ITEM 4.	Mine Safety Disclosures	20
PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
ITEM 6.	[Reserved]	22
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risks	24
ITEM 8.	Financial Statements and Supplementary Data	25
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
ITEM 9A.	Controls and Procedures	26
ITEM 9B.	Other Information	27
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	27
PART III
ITEM 10	Directors, Executive Officers and Corporate Governance	28
ITEM 11	Executive Compensation	29
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	31
ITEM 14	Principal Accountant Fees and Services	32
PART IV
ITEM 15	Exhibit and Financial Statement Schedules	34
ITEM 16	Form 10-K Summary	35

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Cautionary Statement About Forward-Looking Statements

This report on Form 10-K contains forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. You should not place undue reliance on these forward-looking statements.

Factors that are known to us that could cause a different result than projected by the forward-looking statement, include, but are not limited to:

· inability to generate revenue or to manage growth;

· lack of available funding;

· lack of a market for or market acceptance of our products;

· the extent to which we are successful in gaining new long-term relationships with customers or retaining existing ones and the level of service failures that could lead customers to use competitors' services;

· competition from third parties;

· general economic and business conditions;

· strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses;

· intellectual property rights of third parties;

· regulatory constraints and potential legal liability;

· ability to maintain effective internal controls;

· security breaches, cybersecurity attacks and other significant disruptions in our information technology systems;

· changes in technology and methods of marketing;

· changes in product mix;

· the novel coronavirus (“COVID-19”) and its potential impact on our business;

· those events and factors described by us in Item 1.A “Risk Factors”;

· other risks to which our Company is subject; and

· other factors beyond the Company’s control.

Any forward-looking statement made by us in this report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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PART I

Item 1. Business. 

Overview

We operate primarily in the healthcare industry and provide services that include management consulting related to sales, marketing, business development and advisory board functions to healthcare organizations; and financial incentive program services to identify grants, tax credits and other government incentives for companies across a variety of industries including healthcare. Unless context requires otherwise, references to “we,” “our,” “us” and “our Company” refer to Healthcare Business Resources Inc., a Delaware corporation, and all subsidiaries.

Business Development

Healthcare Business Resources Inc. was incorporated in Delaware on September 9, 2019. We conduct all our operations through our wholly owned subsidiaries HBR Business Development, LLC, incorporated in Delaware on January 21, 2020 and UPlus Health, LLC, a Delaware limited liability company, incorporated in Delaware on June 15 2021.

PointClear Solutions, Inc. Transaction

On March 12, 2021, our Company, through our wholly owned subsidiary HBR Pointclear, LLC, a Delaware limited liability company (“HBRP”); and PointClear Solutions, Inc., an Alabama corporation (“PointClear”) entered into an Option Agreement To Purchase Business Assets (the “Option Agreement”). The Option Agreement provided HBRP the exclusive non-cancelable right to require PointClear to enter into an Asset Purchase Agreement (“Asset Purchase Agreement”) under which, HBRP would (i) purchase all of PointClear’s tangible and intangible assets used in, or useful to the PointClear business (the “Business Assets”), and (ii) assume certain defined liabilities and contracts of PCS related to the Business. As partial consideration for receiving its rights to purchase the Business Assets under the Option Agreement, HBRP arranged for a loan of up to $750,000 to PointClear pursuant to the Improvement Loan Agreement (the “Improvement Loan Agreement”) evidenced by and repaid in accordance with the terms of a promissory note (the “Promissory Note”). On March 16, 2021, pursuant to the Option Agreement and Improvement Loan Agreement, PointClear made its first draw under the Improvement Loan Agreement for $200,000.

On September 29, 2021, all of the above parties entered into a Separation and Settlement Agreement (“Separation and Settlement Agreement”), effective October 1, 2021, and terminated their mutual obligations under the Option Agreement and Improvement Loan Agreement. Pursuant to the Separation and Settlement Agreement, with respect to the:

1.	Option Agreement, the Option Agreement was cancelled and neither of the parties have any current or future rights or obligations under the Option Agreement.
2.	Improvement Loan Agreement, the principal owed by PointClear under the Improvement Loan Agreement was reduced to $150,000. Within 30 days of October 1, 2021, PointClear shall pay to HBRP, or its designee, $25,000 which shall reduce the principal owed under the Improvement Loan Agreement to $125,000. PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement, and its repayment shall remain subject to the Improvement Loan Agreement.
3.	Consulting and Registrant Stock Option Agreements, the Consulting Agreements by and between HBRP and related consultants were cancelled by mutual consent and no money or consideration is owed or payable to any party thereunder according to the terms of such Consulting Agreements. The related stock option agreements by and between the Company and related consultants were cancelled by mutual consent and all option shares, vested or unvested were terminated.

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UPlus Health, LLC Transaction

On June 18, 2021, we and HBR Sub, Inc., a Delaware corporation and our wholly owned subsidiary entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with UserTech U.S. LLC, a Delaware limited liability company (“UPlus”) and UPlus Health, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UPlus (“UPlus Health”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, HBR Sub, Inc. was merged with and into UPlus Health, with UPlus Health surviving the merger on the terms and subject to the conditions set forth in the Merger Agreement and certain ancillary agreements. UPlus Health is now our Company’s wholly owned subsidiary. UPlus helps companies across multiple industries with continuous innovation and market development through the implementation of its proprietary technology called the U+Method, which is a is a step-by-step product development methodology that focuses on front–loading the risky parts of product development before starting large buildouts (the “U+Method Technology”). UPlus has licensed to UPlus Health the U+Method Technology and related intellectual property for use in the health care and medical services industry (the “Medical Industry”), pursuant to a separate license agreement (the “License Agreement”).

 UPlus and the Company believe that their individual capabilities and expertise could be combined to provide a unique integrated solution to clients in the Medical Industry; and UPlus’ post transaction participation in providing the anticipated integrated solution is set forth in a separate services agreement (the “Services Agreement”). The Company’s post transaction financial metrics plan for UPlus Health and the anticipated integrated solution is set forth in UPlus Health’s financial metrics plan (“Financial Metrics Plan”). UPlus Health is managed by the Company’s current management team.

The consideration for the merger consisted of our Company’s issuance to UPlus of 1,000,000 shares of our common stock and a three-year warrant to purchase 1,400,000 shares of our common stock for $0.50 per share, subject to the Special Adjustments described in the Merger Agreement, which includes UPlus’ right to unwind the merger in the event we fail to meet the Financial Metrics Plan described in the Merger Agreement. As of August 31, 2021, the total purchase price for the acquisition was determined to be $857,990, which consisted of 1,000,000 shares of common stock with a fair value of $500,000 and 1,400,000 stock warrants with a fair value of $357,990. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized.

Principal Services

We generate revenue by providing consulting services. These services include:

· management consulting related to sales, marketing, business development and advisory board functions to healthcare organizations

· financial incentive program services to identify grants, tax credits and other government incentives for companies across a variety of industries including healthcare; and

· technology consulting and engineering services.

Our management, board of advisors and board of directors have extensive experience in market expansion strategies, financial analysis, acquisition integration, management consulting and training, healthcare law, corporate law, capital markets, mergers and acquisitions. We believe the combined experience, knowledge, credibility and connections of our people are unique and potentially valuable to prospective clients. As a result, even though we have limited revenues to date, we believe we will successfully execute our business plan. See “Description of Business - Our Competitive Strengths.”

Management consulting services

Our management consulting services are designed to help clients increase revenue, improve overall efficiency of their operations, grow strategically and increase profitability. We provide clients with advice and assistance tailored to address each client’s challenges and opportunities, with a focus on healthcare organizations that face operational and financial changes. We believe that distressed companies respond to challenges by restructuring their business and capital structure, while healthy companies strive to capitalize on opportunities by improving operations, reducing costs and maximizing revenue. Many organizations have limited resources dedicated to respond effectively to challenges and opportunities. As a result, we believe many organizations seek to supplement their internal resources with experienced independent consultants like us.

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As part of our management consulting services, we perform an initial review of a prospective clients relevant financial, tax and business documentation at no cost to determine areas for potential corporate improvement and growth opportunities.

We charge clients a fee for our management consulting services based on time (e.g., hourly or monthly) or based on a percentage of cost savings or incremental revenue (e.g., revenue or cost savings). As of the date of this report on Form 10-K, 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. This customer presently provides our Company with our sole source of management consulting revenue.

As of the date of this report on Form 10-K, we have generated limited management and consulting services revenue. We cannot assure you that we will ever generate enough management consulting revenue to sustain our operations.

Financial incentive program services

Our financial incentive program services are designed to identify grants, tax credits and other government incentives for companies across a variety of industries including healthcare. We assist with advising on and documenting business processes related to such credits and rebates and work with certified public accounting firms and business owners to compile reports and documentation required to apply for various financial incentive programs.

As part of our financial incentive program services, we perform an initial review of a prospective client’s relevant financial, tax and business documentation at no cost to determine the potential economic benefits from various federal and state incentive programs.

We charge clients a fee 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.

As of the date of this report on Form 10-K, we have no customers enrolled in our financial incentive program services; but we have multiple consulting opportunities in various stages of active review by potential customers. We cannot assure you that any of these potential customers will engage our Company for services. Further, we cannot assure you that we will ever generate enough financial incentive program revenue to sustain our Company’s operations.

Technology consulting and engineering services

Our technology consulting and engineering services include digital strategy, design, development, and management services, with expertise in enterprise software, mobile and web-based application solutions. These services are designed to help clients speed innovation, expand market share, drive revenue, and encourage patient satisfaction and population health.

As part of our technology consulting and engineering services, we perform an initial review of a prospective clients' challenges and relevant technologies to determine areas for potential improvement and growth opportunities. We charge clients a fee for our technology consulting and engineering services based on the project.

We implement the U+Method as our step-by-step product development methodology that focuses on front–loading the risky parts of product development before starting large build–outs. The U+Method enables us to determine whether and where a product fits in the market, create a learning organization to continue iterations, and, ultimately, drive profitability:

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STAGE 1 - Ideation/ IP Prioritization

Ideation or IP prioritization including potential use cases

· Definition of commercialization goals

· IP inventory & prioritization

· Ranking based on highest revenue potential vs. likelihood of winning

STAGE 2 – Validation

Initial idea validation and market testing

· MVP target markets (geographic) for rapid adoption

· Initial GTM proposition / product

· Target users

· Product positioning

· High-level user stories

· Legal requirements

STAGE 3 - Market Testing

Strategy for taking the MVP to market

· Channel testing

· Pricing sensitivity

· Brand and communications

· Wireframe prototype of the MVP scope to test with users

· Iteration of prototypes based on feedback

· Microsite smoke testing

                STAGE 4 - Tech Build

Specification and build of the MVP

· Product definition

· MVP specification

· MVP scoping

· UI design for target group and market

· Information Architecture

· AWS infrastructure and DevOps setup

· Buildout in agile mode

STAGE 5 – Scaling

Launching with the early customers and scaling operations

· Early customer feedback gathering

· Future tech roadmap

· Marketing campaigns

· Customer acquisition

· Customer onboarding optimization

· Customer support

· Ecosystem buildout

As of the date of this report on Form 10-K, we generated no revenue from technology consulting and engineering services and we are unable to determine how long, if ever, it would take to attract paying clients. We cannot assure you that we will ever generate enough revenue to sustain our operations.

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Strategy

The key elements of our business model and growth strategy are as follows:

1. Attract highly qualified advisors and consultants. We believe performance-based compensation, including stock option plan participation, will enable us to attract top talent. Presently, we engage independent advisors and consultants to minimize our fixed operating expenses. We have entered into advisory board agreements with advisors who have healthcare industry experience in market expansion strategies, financial analysis, acquisition integration, management consulting and training, healthcare law, corporate law, capital markets, mergers and acquisitions.

2. Grow our network of potential clients. We hope to continue to grow our network of healthcare and other organizations that could benefit from our services. To be successful, we must establish and strengthen the awareness of our brand.  We believe that maintaining and enhancing our brand recognition is an important aspect of our efforts to generate revenue. Presently, we promote awareness of our services through public relations efforts, social media outreach, Internet marketing and business development partnerships.  Our goal is to attract healthcare and other organizations who are primarily interested in growing their business through sales, marketing and business development.

3. Pursue strategic acquisitions. We evaluate select acquisitions of complementary businesses as another means to broaden the scope of our capabilities and our client base. For example, we are interested in acquiring companies that provide consulting, training, education, marketing, audits, cost recovery, group purchasing, compliance, certification, security, information technology and other non-clinical healthcare business services. We believe strategic acquisitions can enable us to scale our revenue with less business risk. Any future acquisition may result in unforeseen operating difficulties and expenditures particularly if the key personnel of the acquired company choose not to work for us and we may have difficulty retaining the customers of any acquired business due to changes in management and ownership. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business.

Sales and Marketing

We presently identify prospective management consulting and financial incentive program opportunities through personal and professional relationships of our CEO Stephen Epstein. We may pay for online advertisements and may enter into third-party marketing agreements to expand our reach.

We also hope to position ourselves as an opinion leader in the field through the creation of media and content; podcasts, articles, essays and other such materials to build good PR for the business and attract interest for our various consulting and advisory services. This includes possibly exhibiting and speaking at conferences and advertising in trade journals, associations, etc. We may generate referral and word-of-mouth programs to drive interest for services.

Our marketing budget is subject to several factors, including our results of operations and cash flow. If our results of operations exceed our expectations over the next twelve months, we should be able to increase significantly our marketing budget, which could enable us to increase revenues. At present, there is no direct correlation between revenues and marketing expenses.

Competition

We operate in a highly competitive industry. The market for our services is competitive and rapidly changing, and the barriers to entry are relatively low. We experience competition from large established businesses possessing large, existing customer bases, substantial financial resources and established distribution channels. We expect competition to persist and intensify in the future. Competition could result in reduced sales, reduced margins or the failure of our services to achieve or maintain more widespread market acceptance, any of which could harm our business and our operating results could be harmed. Our principal competitors include any entity or individual providing consulting services, but not limited to business consultants, growth consultants, sales consultants, marketing consultants, distribution consultants and financial consultants.

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Our current and potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their offerings. Our current and potential competitors have more extensive customer bases and broader customer relationships than we have. If we are unable to compete with such companies, the demand for our offering could substantially decline.

Our Competitive Strengths

We believe our competitive strength comes from our people, our approach to business and our business model.

1. Our people: Our management, board of advisors and board of directors have extensive experience and relationships in market expansion strategies, financial analysis, acquisition integration, management consulting and training, healthcare law, corporate law, capital markets, mergers and acquisitions. We believe the combined experience, knowledge, credibility and connections of our people are unique and potentially valuable to prospective clients.

2. Our business approach: We believe that the best business relationships provide tangible benefits to each party. A central tenet of our business approach is to ensure that we can provide significant value to a prospective client before entering into any services agreement. To understand the scope of a potential engagement and ensure we can satisfy the prospective clients’ primary objectives of any engagement, we are willing and able to spend time with their management team, on a completely complimentary basis, to discuss challenges and opportunities and perform an initial review of their relevant financial, tax and business circumstances. We believe the business approach of investing time and effort upfront and before any service engagement, helps establish trust and credibility, while enabling us and the prospective client to better determine if and how we can add value before entering into any agreement.

3. Our business model: Aside from the traditional management consulting services model where compensation is based on an hourly or monthly fee, our business model supports the engagement with clients on a performance basis. We believe that offering select clients the option to compensate us based entirely on the tangible value we provide is uncommon in our field and may enable us to attract and retain clients in competitive scenarios.

 Intellectual Property

We do not own any patents, trademarks, licenses, franchises or concessions aside from the HealthcareBusinessResources.com domain name. To protect our proprietary rights, we will generally rely on copyright, trademark and trade secret laws, confidentiality agreements with employees and third parties.

Third parties may copy or obtain and use our proprietary ideas, know-how and other proprietary information without authorization or independently develop similar or superior intellectual property. Our competitors may obtain proprietary rights that would prevent, or limit or interfere with our ability to sell our services. If we are found to infringe on the proprietary rights of others and may be required to incur substantial costs to defend any litigation, cease offering our services, obtain a license from the holder of the infringed intellectual property right or redesign our services.

Legal standards relating to the validity, enforceability and scope of protection of certain proprietary rights are still evolving. We cannot be sure of the future viability or value of any of our proprietary rights or of similar rights of other companies within this market. We cannot be certain that the steps taken by us will prevent misappropriation or infringement of our proprietary information.

Any litigation might result in substantial costs and diversion of resources and management attention and could have a material adverse effect on our business, results of operations and financial condition.

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Technology

We currently use off the shelf technology to operate our business.

Regulation of our Business

We are not currently subject to direct regulation by any governmental agency other than laws and regulations generally applicable to businesses. We are subject to common business, tax and regulations pertaining to the operation of our business. We believe that compliance of governmental regulations will be additional responsibilities of our management.

Employees

We have one full-time employee and one part-time subcontracted accountant in the United States. From time to time, we expect to employ additional independent contractors as well as legal, accounting and other specialized professionals to support our sales, marketing, business development and administrative needs.

Our success will depend on our ability to hire and retain additional qualified marketing, sales, technical and other personnel. Qualified personnel are in high demand. We face considerable competition from other management consulting service firms for these personnel, many of which have significantly greater resources than we have.

Properties

Our corporate headquarters is in Nashville, Tennessee. Substantially all our operating activities are conducted from 400 square feet of office space provided by our CEO at no charge. We believe that additional space may be required as our business expands and believe that we can obtain suitable space as needed.

Legal proceedings

We may from time to time be involved in routine legal matters incidental to our business; however, we are currently not involved in any litigation, nor are we aware of any threatened or impending litigation.

Corporate Information

Healthcare Business Resources Inc. was incorporated in Delaware on September 9, 2019. We conduct all our operations through our wholly owned subsidiaries HBR Business Development, LLC and UPlus Health, LLC. Our business address is 718 Thompson Lane, Suite 108-273, Nashville, Tennessee 37204 and our telephone number is 615-856-5542. Our website address is www.HealthcareBusinessResources.com. In this report on Form 10-K, unless context requires otherwise, references to “we,” “our,” “us” and “our Company” refer to Healthcare Business Resources Inc., a Delaware corporation, and all subsidiaries, including HBRP, which currently engages in no business operations. Information contained on our website does not constitute part of this report on Form 10-K.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this report on Form 10-K. If any of the following events occur, our business, financial condition, results of operations and cash flows may be materially adversely affected. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.

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RISKS RELATED TO OUR BUSINESS

Because we have a limited operating history, you may not be able to accurately evaluate our operations.

We have had limited operations to date. Therefore, we have a limited history upon which to evaluate the merits of investing in our Company. You should be aware of the difficulties normally encountered by newer companies and the high rate of failure of such enterprises.  The likelihood of success must be considered considering the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we may undertake.  These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate enough cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We may incur significant losses into the foreseeable future.  We recognize that if our business is not succeeding, we will not be able to continue business operations.  There is limited history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will ever achieve profitable operations.  If we are unsuccessful in addressing these risks, our business will most likely fail. 

We have experienced operating losses in the past and we may not generate enough funds to sustain a level of profitability in the future.

Since our inception, we have incurred significant losses and experienced negative operating cash flow. We incurred a net loss of $1,652,199 and $1,627,628 as of February 28, 2022 and 2021, respectively, and we anticipate that we will continue to incur significant operating losses through at least 2022. As a result, we will require additional debt or equity financing to sustain our operations, generate revenue and achieve profitability, and we cannot assure you that we obtain any such financing.

Our profitability is tied to the strength of the companies from whom we provide consulting services, which are subject to general business and macroeconomic conditions beyond our control.

Our profitability will be closely related to the strength of companies from whom we provide consulting services, which can be cyclical in nature and affected by changes in national, state and local economic conditions which are beyond our control. Macroeconomic conditions that could adversely impact the growth of our business and those we consult to include, but are not limited to, economic slowdown or recession, increased unemployment, increased energy costs, continuing effects of the Covid-19 pandemic, reductions in the availability of credit or higher interest rates, increased costs of conducting business, inflation, disruptions in capital markets, declines in the stock market, adverse tax policies or changes in other regulations, lower consumer confidence, lower wage and salary levels, war or terrorist attacks, other pandemics, natural disasters or adverse weather events, or the public perception that any of these events may occur. Unfavorable general economic conditions, such as a recession or economic slowdown, in the United States or other markets we enter and operate within could negatively affect the affordability of, and consumer demand for, our services, which could have a material adverse effect on our business and profitability.

We may never generate enough income to become profitable.

Our ability to generate income from consulting services and become profitable will depend, among other things, upon our ability to successfully prospect for clients, negotiate consulting agreements, become engaged by clients, add value and collect our payment for consulting services rendered. Even if we are able to successfully do these and other things that are within our control, there are numerous other factors, some of which are not within our control, that could impact our ability to generate income or cash flows or be profitable, including those discussed in these risk factors.

We are unable to predict the timing or amount of future cash receipts, or when or whether we will be able to achieve or maintain profitability. Even if we secure consulting agreements as described above, we anticipate incurring significant costs associated with our efforts to achieve or maintain profitability. Further, we may not receive the cash amounts that we expect, or any at all, from any of our current or future consulting agreements.

We expect our Company’s business model to continue to evolve.

As our Company moves forward with its business plans, our Company’s business model may need to evolve. From time to time, we may materially modify aspects of our business model relating to our product and service offerings. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to our business. Such circumstances would have a material adverse effect on the ability of our Company to continue as a going concern, which would harm the business, prospects or operations of the Company and potentially the value of our common stock.

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Our business strategy depends on our ability to enter into consulting agreements with healthcare organizations. We may not be able to enter additional contracts in the future or enter into the number of additional contracts that we anticipate would be necessary to support our business model.

Our strategy depends in large part on our ability to benefit from economies of scale. Accordingly, we are actively pursuing additional consulting contracts that we intend to enter into in the future. However, we have experienced significant difficulties entering into these types of contracts. We do not know if future potential clients will agree to enter consulting agreements and we may not be able to attract enough additional contracts. For example, future potential clients may not view our consulting services as an attractive value proposition to them due to any number of factors, including differing expectations of an appropriate purchase price, which may be based on any number of factors. As a result, we may be forced to revise our business model.

It is difficult to estimate with precision the projected consulting payments under any agreement because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control.

Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future payments associated with our consulting agreements. These estimations are based on future events that may or may not occur. Additionally, future events change based on several factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate stream of revenue and our competitive position, results of operations, financial condition and cash flows could be materially adversely impacted if we receive less revenue from consulting contracts than estimated.

Acquisitions, partnerships and joint ventures are part of our growth strategy and any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.

Acquisitions, partnerships and joint ventures are part of our growth strategy. We evaluate, and expect in the future to evaluate, potential acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. We may not be successful in identifying acquisition, partnership, and joint venture targets. In addition, we may not be able to successfully finance or integrate any businesses, services, or technologies that we acquire or with which we form a partnership or joint venture, and we may lose customers as a result of any acquisition, partnership, or joint venture. Furthermore, the integration of any acquisition, partnership, or joint venture may divert management’s time and resources from our core business and disrupt our operations. We may spend time and money on projects that do not increase our revenue or impinge on our current business plans.

Our business may be adversely affected by competitive market conditions and we may not be able to execute our business strategy.

We expect to increase revenue and cash flow over time through a business strategy which requires us, among other things, to enter into consulting agreements with healthcare organizations. We face competition from other consulting firms and may not be successful in securing favorable agreements. Expanding our client base will require sustained management focus, organization and coordination over significant periods of time. The results of our strategy and the success of our implementation of this strategy will not be known for some time in the future. If we are unable to implement our strategy successfully or properly react to changes in market conditions, our financial condition, results of operations and cash flows could be adversely affected.

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As of February 28, 2022, we had an aggregate of $175,000 of principal plus $9,584 in accrued interest from outstanding promissory notes payable to third parties and a related party, and $4,323 in unpaid accrued interest on promissory notes of which the principal has been paid.

We will be required to repay the aggregate principal amount of our outstanding promissory notes, including accrued interest, in cash. Based on our current cash balance and projected net uses of cash in the future, it is highly unlikely that we would be able to repay the aggregate principal amounts at maturity in cash without securing additional capital or other financing. Such additional debt financing may not be available on favorable terms, or at all, and could increase our Company’s debt balance and result in significant expense to our Company. If our Company is unable to raise additional debt financing, we may be forced to raise additional equity financing.  Again, such equity financing may not be available on favorable terms, if at all. Management efforts to raise either additional debt or equity financing likely would require substantial time and effort and may divert management from implementation of our business plans.  In the event the Company is unable to raise additional debt or equity financing, we may: (i) have to cease operations, in which case we may file a petition for bankruptcy in U.S. Bankruptcy Court under Chapter 7, whereby a trustee will be appointed to sell off our assets, and the money will be used to pay off our debts in order of their priority. With respect to priority, stockholders, will be behind all of the Company’s secured and unsecured creditors, including the holders of promissory notes; or (ii) file a petition for bankruptcy in U.S. Bankruptcy Court under Chapter 11 to restructure our debt. The Chapter 11 reorganization plan will describe stockholders’ rights and what stockholders can expect to receive, if anything, from the Company. For additional information on our outstanding promissory notes, See “Note 4 – Notes Payable” in the notes to the financial statements appearing elsewhere in this report on Form 10-K.

Our level of indebtedness and other potential financial obligations may limit our financial flexibility.

Our Company’s indebtedness pursuant to outstanding promissory notes and other potential financial obligations may affect our operations in several ways, including, but not limited to: (i) putting our Company at a competitive disadvantage compared to similar companies that have less debt and financial obligations; and (ii) preventing us from obtaining additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes, or causing us to incur higher costs and include more restrictive covenants for such financing. These factors and other factors that could affect our ability to obtain additional financing, some of which may be beyond our control and could adversely affect our ability to take advantage of strategic opportunities that might otherwise benefit our Company. For additional information on our outstanding promissory notes, See “Note 4 – Notes Payable” in the notes to the financial statements appearing elsewhere in this report on Form 10-K.

Unpredictable events, such as the COVID-19 outbreak, and associated business disruptions could continue to seriously harm our revenues and financial condition, delay our operations, increase our costs and expenses, and impact our ability to raise capital.

Our operations could be subject to unpredictable events, such as earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, hostilities and social unrest, medical epidemics or pandemics such as the COVID-19 outbreak, changes in government policies, and other natural or manmade disasters or business interruptions, for which we are predominantly self-insured. We do not carry insurance for all categories of risk that our business may encounter. The occurrence of any of these business disruptions could seriously harm our operations and financial condition, delay our marketing efforts, and increase our costs and expenses.

The spread of the novel coronavirus, or COVID-19, underscores certain investment risks, such as the severe impact on most economic activity in the United States during 2020 and 2021. The ultimate impact of such unpredictable events on our Company is unknown, but our operations and financial condition could continue to suffer in the event of any of these types of events. Further, any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our business, results of operations, financial condition and cash flows.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our securities.

We have historically relied on outside financing and cash from operations to fund our operations, capital expenditures and expansion. We may require additional capital from equity or debt financing in the future to fund our operations. We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing shareholders could suffer significant dilution in their percentage ownership of our Company, and any new securities we issue could have rights, preferences and privileges senior to those of the securities we are offering herein. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

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We may expand through acquisitions of, or investments in, other companies or through business relationships, all of which may divert our management’s attention, resulting in additional dilution to our shareholders and consumption of resources that are necessary to sustain our business.

We may acquire competing or complementary services, technologies or businesses. Any future acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. We may encounter difficulties assimilating or integrating the acquired businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us and we may have difficulty retaining the customers of any acquired business due to changes in management and ownership. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business. Moreover, we cannot assure you that the anticipated benefits of any acquisition, investment or business relationship would be realized or that we would not be exposed to unknown liabilities, nor can we assure you that we will be able to complete any acquisitions on favorable terms or at all.

If we fail to develop our brand cost-effectively, our business may be adversely affected.

Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to provide reliable and useful services at competitive prices. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brands. If we fail to successfully promote and maintain our brand or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new operators to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.

The market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed.

We operate in a highly competitive industry. The market for our services is competitive and rapidly changing, and the barriers to entry are relatively low. We experience competition from large established businesses possessing large, existing customer bases, substantial financial resources and established distribution channels. We expect competition to persist and intensify in the future. Competition could result in reduced sales, reduced margins or the failure of our services to achieve or maintain more widespread market acceptance, any of which could harm our business and our operating results could be harmed. Our principal competitors include any entity or individual providing consulting services, but not limited to business consultants, growth consultants, sales consultants, marketing consultants, distribution consultants and financial consultants.

Our current and potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their offerings. Our current and potential competitors have more extensive customer bases and broader customer relationships than we have. If we are unable to compete with such companies, the demand for our offering could substantially decline.

We incur significant costs complying with our obligations as a reporting issuer, which decreases our profitability.

We file periodic reports with the U.S. Securities and Exchange Commission (“SEC”), including financial statements and disclosure regarding changes in our operations. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major impact on the amount of time to be spent by our auditors and attorneys. However, we estimate that these costs will exceed $100,000 per year for the next few years. Those fees will be higher if our business volume and activity increases.  Those obligations will reduce our resources to fund our operations and may prevent us from meeting our normal business obligations. Compliance costs will be charged to operations and will negatively impact our profitability.

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RISKS RELATED TO OUR MANAGEMENT

We are highly dependent on our ability to attract, train and retain consultants.

Our business is highly dependent on our ability to attract, train and retain consultants. In addition, because consultants become more productive as they gain experience, retaining those individuals is very important for our success. If we are unable to attract, train and retain effective consultants, our business, financial condition, cash flows or results of operations could be adversely affected. If we are unable to attract and retain consultants in our business, it could adversely affect our business, financial condition, cash flows and results of operations.

If we fail to retain our key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of our executive officers, each of whom would be difficult to replace. Stephen Epstein is our Chief Executive Officer and is critical to the management of our business and operations and the development of our strategic direction. The loss of the services of any of our executive officers or key personnel and the process to replace any of our key personnel would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives. Our anticipated growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our anticipated growth, we may not be able to successfully implement our business plan.

Because our officers and directors engage in other business activities, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Stephen Epstein, our Chief Executive Officer, currently devotes up to 40 hours per week providing management services to us. While he presently possess adequate time to attend to our interests, it is possible that his demands from his other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of any of our officers or directors could negatively impact our business development.

If we experience a period of rapid growth in our operations, such growth may place, to the extent that we are able to sustain such growth, a significant strain on our management and our administrative, operational and financial reporting infrastructure.

Our success will depend in part on the ability of our senior management to manage growth effectively. To do so, we believe we will need to continue to hire, train and manage new employees or contractors as needed. If our new team members perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new team members, or if we are not successful in retaining our existing employees or contractors, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational and financial controls and update our reporting procedures and systems. The addition of new team members and the capital investments that we anticipate will be necessary to manage our growth will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. If we fail to successfully manage our growth, we will be unable to execute our business plan.

If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy or completeness of our financial reports and the market price of our common stock may decline.

We need to improve the design, implementation, and testing of the internal controls over financial reporting requirements. If we are unable to remedy material weaknesses or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities could be negatively affected. We also could become subject to investigations by the stock exchange if we are ever listed on an exchange, Securities and Exchange Commission, or other regulatory authorities, which could require additional financial and management resources.

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We do not have written documentation of our internal control policies and procedures. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. As of February 28, 2022, the initiation of transactions and recording of transactions are performed solely by Stephen Epstein, our Chief Executive Officer.

We do not have a compensation or an audit committee, so shareholders will have to rely on our directors to perform these functions.

We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the members of our board of directors. Until we have an audit committee, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Our officers and directors own a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.

Our officers and directors, in the aggregate, beneficially own or have the right to vote 73.3% of our outstanding common shares on a fully diluted basis.  As a result, these shareholders, acting together, have the ability to control substantially all matters submitted to our shareholders for approval including: election of our board of directors; removal of any of our directors, amendment of our certificate of incorporation or by-laws; and adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. As a result of their ownership and positions, our officers and directors collectively can influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. The interests of our officers may differ from the interests of the other shareholders, and they may influence decisions with which the other shareholders may not agree. Such decisions may be detrimental to our business operations and they may cause the business to fail in which case you may lose your entire investment.

We rely on third party consultants and other outside advisors for many aspects of our business, which creates additional risk.

We rely on third party consultants and other outside advisors for many aspects of our business, including accounting legal and compliance. If the third parties that we rely on do not perform satisfactorily, our operations could be disrupted, which could result in customer dissatisfaction, damage our reputation, harm our business or reduce the value of our shares.

RISKS RELATED TO OUR SYSTEMS

Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations.

We face growing risks and costs related to cybersecurity threats to our data and customer, employee data, including but not limited to:

● the failure or significant disruption of our operations from various causes, including human error, computer malware, ransomware, insecure software, zero-day threats, or other events related to our critical information technologies and systems

● the increasing level and sophistication of cybersecurity attacks, including distributed denial of service attacks, data theft, fraud or malicious acts on the part of trusted insiders, social engineering, or other unlawful tactics aimed at compromising the systems and data of our officers, employees, operators and their customers (including via systems not directly controlled by us, such as those maintained by independent sales agents, joint venture partners and third party service providers)

● the reputational and financial risks associated with a loss of data or material data breach (including unauthorized access to our proprietary business information or personal information of our customers, employees and independent sales agents), the transmission of computer malware.

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Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to information technology systems via viruses, worms, and other malicious software, to phishing to advanced and targeted hacking launched by individuals or organizations. These attacks may be directed at the Company, its employees, operators, third-party service providers, joint venture partners and others.

In the ordinary course of our business, we and our third-party service providers store sensitive data, including our proprietary business information and intellectual property and that of our clients as well as personally identifiable information, sensitive financial information and other confidential information of our employees and customers. Additionally, we increasingly rely on third-party data processing, storage providers, and critical infrastructure services, including cloud solution providers. The secure processing, maintenance and transmission of this information are critical to our operations and with respect to information collected and stored by our third-party service providers, we are reliant upon their security procedures. A breach or attack affecting one of our third-party service providers or partners could harm our business even if we do not control the service that is attacked.

In addition, the increasing prevalence and the evolution of cyber-attacks and other efforts to breach or disrupt our systems or those of our employees, customers, third-party service providers and/or joint venture partners will likely continue to lead, to increased costs to us with respect to preventing, investigating, mitigating and remediating these risks, as well as any related attempted or actual fraud.

Our facilities and systems are vulnerable to natural disasters and other unexpected events and any of these events could result in an interruption of our ability to execute our business operations.

We will depend on the efficient and uninterrupted operations of our third-party data centers and hardware systems. The data centers and hardware systems are vulnerable to damage from earthquakes, tornados, hurricanes, fire, floods, power loss, telecommunications failures and similar events. If any of these events results in damage to third-party data centers or systems, we may be unable to provide our clients with our service until the damage is repaired and may accordingly lose clients and revenues. In addition, subject to applicable insurance coverage, we may incur substantial costs in repairing any damage.

Any significant disruption in service on our website or in our computer systems, or in our customer support services, could reduce the attractiveness of our services and result in a loss of customers.

The satisfactory performance, reliability and availability of our services are critical to our operations, level of customer service, reputation and ability to attract new customers and retain customers. Most of our computing hardware are co-located in third-party hosting facilities. None of the companies who host our systems guarantee that our customers’ access to our products will be uninterrupted, error-free or secure. Our operations depend on their ability to protect their and our systems in their facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality, temperature, humidity and other environmental concerns, computer viruses or other attempts to harm our systems, criminal acts and similar events. If our arrangements with third-party data centers are terminated, or there is a lapse of service or damage to their facilities, we could experience interruptions in our service as well as delays and additional expense in arranging new facilities. Any interruptions or delays in access to our services, whether as a result of a third-party error, our own error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with customers and our reputation. These factors could damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause customers to cancel their accounts, any of which could adversely affect our business, financial condition and results of operations.

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We do not have a disaster recovery system, which could lead to service interruptions and result in a loss of customers.

We do not have any disaster recovery systems. In the event of a disaster in which our software or hardware are irreparably damaged or destroyed, we would experience interruptions in access to our services. Any or all these events could cause our customers to lose access to our services.

We rely on third-party computer hardware and software that may be difficult to replace or that could cause errors or failures of our service, which could cause us to suffer a decline in revenues and profitability.

We rely on computer hardware purchased and software licensed from third parties in order to offer our services. This hardware and software may not continue to be available on commercially reasonable terms, or at all. If we lose the right to use any of this hardware or software or such hardware or software malfunctions, our customers could experience delays or be unable to access our services until we can obtain and integrate equivalent technology or repair the cause of the malfunctioning hardware or software. Any delays or failures associated with our services could upset our customers and harm our business.

RISKS RELATED TO OUR SECURITIES

Because we can issue additional shares of common stock, our stockholders may experience dilution in the future.

We are authorized to issue up to 200,000,000 shares of common stock. As of the date of this report on Form 10-K, we will have approximately 20,853,000 shares of common stock issued and outstanding. Our board of directors has the authority to cause us to issue additional shares of common stock without the consent of any of our shareholders. Consequently, you may experience more dilution in your ownership of our securities in the future.

We do not intend to pay any cash dividends on our shares of common stock, so stockholders will not be able to receive a return on their investment unless they can sell their shares.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our shares of common stock. Unless we pay dividends, our stockholders will not be able to receive a return on their investment unless they can sell their shares.

There is no current trading market for shares of common stock and if a trading market does not develop, our stockholders may have difficulty selling their shares.

There is currently no established public trading market for our shares of common stock and an active trading market in our shares of common stock may not develop or, if developed, may not be sustained.  We have applied for admission to quote our common stock on the OTC PINK.  If for any reason our shares are not quoted on the OTC PINK or a public trading market does not otherwise develop, stockholders may have difficulty selling their shares should they desire to do so.  As a result, stockholders must be prepared to hold their shares for an indefinite period.

Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our shares.

FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares, depressing our share price.

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State securities laws may limit secondary trading, which may restrict the states in which, and conditions under which, you can sell the securities sold in this offering.

Secondary trading in securities sold in this offering will not be possible in any state in the U.S. unless and until the securities are qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. We cannot assure you that we will be successful in registering or qualifying our securities for secondary trading or identifying an available exemption for secondary trading in our securities in every state.  If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the securities in any state, the securities could not be offered or sold to, or purchased by, a resident of that state.  If a significant number of states refuse to permit secondary trading in our securities, the market for our securities could be adversely affected.

We will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which would likely make it difficult for our stockholders to sell their securities.

Rule 3a51-1 of the Securities Exchange Act of 1934 (“Exchange Act”) establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. This classification could severely and adversely affect any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

● The basis on which the broker or dealer made the suitability determination; and

● That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commission payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of Selling Stockholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock. In addition, the liquidity for our common stock may decrease, with a corresponding decrease in the price of our common stock. Our common stock, in all probability, will be subject to such penny stock rules for the foreseeable future and our stockholders will, in all likelihood, find it difficult to sell their shares of common stock.

The price of our common stock may fluctuate significantly.

The market price for shares of our common stock could fluctuate significantly for various reasons, many of which are outside our control. Broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to litigation, including class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

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Our Bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our bylaws provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for:

· any derivative action or proceeding brought on behalf of our Company;

· any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the Company to the Company or the Company's stockholders;

· any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or these by-laws; or

· any action asserting a claim governed by the internal affairs doctrine;

This provision may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ bylaws and certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in such action. Additionally, these provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act, the Securities Act of 1933, as amended (“Securities Act”) or any other claim for which the federal courts have exclusive or concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions. Our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our shareholders will not be deemed to have waived our compliance with these laws, rules and regulations.

Item 1B. Unresolved Staff Comments. 

None.

Item 2. Properties. 

Our corporate headquarters is in Nashville, Tennessee. Substantially all our operating activities are conducted from 400 square feet of office space provided by our CEO at no charge. We believe that additional space may be required as our business expands and believe that we can obtain suitable space as needed.

Item 3. Legal Proceedings. 

We may from time to time be involved in routine legal matters incidental to our business; however, we are currently not involved in any litigation, nor are we aware of any threatened or impending litigation.

Item 4. Mine Safety Disclosures. 

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 

Market Information

There is no established public trading market in our common stock. Our common stock is not listed for trading on any national securities exchange nor are bid or asked quotations reported in any over-the-counter quotation service.

Holders of Common Equity

As of May 31, 2022, we had approximately 66 stockholders of record of our common stock.

Dividends

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain earnings, if any, to finance the growth and development of our business. We do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments, provisions of applicable law and other factors the board deems relevant.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not repurchase any of our equity securities during the year ended February 28, 2022.

Equity Compensation Plan Information

Equity Compensation Plan Information

As of our fiscal year ending February 28, 2022

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders		1,580,000	(1)	$	0.57		6,420,000
Equity compensation plans not approved by security holders		-			-		-
Total		1,580,000					6,420,000

(1)  Reflects our 2020 Equity Incentive Plan for the benefit of our directors, officers, employees and consultants. We have reserved 8,000,000 shares of common stock for such persons pursuant to that plan.

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Recent Sales of Unregistered Securities

Not Applicable.

Item 6. [Reserved]. 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and the related notes appearing elsewhere in this report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties, including those set forth under “Cautionary Statement About Forward-Looking Statements.” Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in this Item and in Item 1A - “Risk Factors.” Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this report on Form 10-K.

COVID-19

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The impacts of the current COVID-19 pandemic are broad reaching. We believe the COVID-19 Outbreak harmed our ability to expand our operations and negatively affected our cash flows during the fiscal year ended February 28, 2022. Due to the COVID-19 Outbreak, there is significant uncertainty surrounding the potential impact on the Company’s future results of operations and cash flows and its ability to raise capital.

Overview

We operate primarily in the healthcare industry and provide services that include management consulting related to sales, marketing, business development and advisory board functions to healthcare organizations; and financial incentive program services to identify grants, tax credits and other government incentives for companies across a variety of industries including healthcare.

Results of Operations for the Year Ended February 28, 2022 Compared to the Year Ended February 28, 2021

Revenue

We generated $28,942 of revenues for the year ended February 28, 2022 compared to $4,019 for 2021. Our revenues came from management consulting services performed for customers.

Operating Expenses

Operating expense were $1,662,099 for the year ended February 28, 2022 compared to $1,630,123 for 2021. The change was mainly attributable to a decrease of $1,033,387 for stock-based compensation related to stock options issued to members of management and other consultants issued during 2021, which were offset by an increase of $199,856 in professional fees and $907,990 in impairment expense in 2022.

Other income (expense)

Other expense was $19,042 for the year ended February 28, 2022 compared to other expense of $1,524 for 2021. The change was attributable to $17,518 increase in interest expense related to notes payable.

22

Liquidity and Capital Resources

On February 28, 2022, we had cash of $26,013 and we had working capital deficit of $171,369. We have historically funded our operations from proceeds from debt and equity sales.

We may raise additional capital through the issuance of additional shares of common stock or preferred stock, debt or other acceptable types of financing. If we issue additional shares of common stock in the future, our then-existing stockholders may face substantial dilution.

No assurance can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of continuing our business operations will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of our operations and financial condition. Our failure to raise additional funds if needed in the future will adversely affect our business operations, which may require us to suspend our operations and lead you to lose your entire investment.

It is likely that our operating losses will increase in the future and it is very possible we will never achieve or sustain profitability. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall or other unanticipated changes in our industry. Any failure by us to accurately make predictions would have a material adverse effect on our business, results of operations and financial condition. 

Summary of Cash Flows

Cash used in operating activities

Net cash used in operating activities was $280,655 and $137,788 for the years ended February 28, 2022 and 2021, respectively, and mainly included payments made for impairment expense, officer compensation, marketing and professional fees to our consultants, attorneys and accountants.

Cash used in investing activities

Net cash used in investing activities was $189,553 and $0 for the years ended February 28, 2022 and 2021, respectively. During the year ended February 28, 2022, the Company issued a $200,000 note receivable and received repayments of $10,447 related to the note receivable.

Cash provided by financing activities

Net cash provided by financing activities was $461,166 and $0 for the years ended February 28, 2022 and 2021, respectively. We received net proceeds of $150,000 from capital contributions, related party, $86,166 from the issuance of common stock, $400,000 in proceeds from notes payable, $50,000 in proceeds from notes payable – related party and repaid $225,000 on notes payable during the year ended February 28, 2022.  

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.

23

Off-balance Sheet Arrangements

As of February 28, 2022, we do not have an interest in any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As of February 28, 2022, we had an aggregate of $175,000 of principal plus $9,584 in accrued interest from outstanding promissory notes payable to third parties and a related party, and $4,323 in unpaid accrued interest on promissory notes of which the principal has been paid. See “Note 4 – Notes Payable” in the notes to the financial statements appearing elsewhere in this report on Form 10-K.

JOBS Act Accounting Election

The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, exempts an “emerging growth company” such as us from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Critical Accounting Policies and Estimates

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to the Financial Statements. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any significant degree. See “Note 2 – Summary of Significant Accounting Policies” in the notes to the financial statements appearing elsewhere in this report on Form 10-K.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk. 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

24

Item 8. Financial Statements and Supplementary Data. 

Healthcare Business Resources, Inc.

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of February 28, 2022 and 2021	F-2
Statements of Operations for the years ended February 28, 2022 and 2021	F-3
Statements of Stockholders’ Deficit for the years ended February 28, 2022 and 2021	F-4
Statements of Cash Flows for the years ended February 28, 2022 and 2021	F-5
Notes to the Financial Statements	F-6

25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Board of Directors

Healthcare Business Resources, Inc.

B F Borgers CPA PC (5041)

Colorado

F-1

HEALTHCARE BUSINESS RESOURCES

Consolidated Balance Sheets

	February 28, 2022			February 28, 2021
Assets
Current Assets:
Cash and cash equivalents	$	26,013		$	35,055
Note receivable		139,553			-
Total current assets		165,566			35,055
Total Assets	$	165,566		$	35,055
Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable	$	76,754		$	36,486
Accrued expenses		35,181			35,181
Notes payable		175,000			-
Note payable, related party		50,000			-
Total current liabilities		336,935			71,667
Total Liabilities		336,935			71,667
Commitments and contingencies
Stockholders' Deficit:
Common stock, $0.001 par value, 200,000,000 shares authorized, 20,853,000 and 19,590,000 shares issued and outstanding, respectively		20,853			19,590
Additional paid-in capital		3,107,462			1,591,283
Accumulated deficit		(3,299,684	)		(1,647,485	)
Total Stockholders' Deficit		(171,369	)		(36,612	)
Total Liabilities and Stockholders' Deficit	$	165,566		$	35,055

See accompanying notes to the consolidated financial statements.

F-2

HEALTHCARE BUSINESS RESOURCES

Consolidated Statements of Operations

For the years ended February 28, 2022 and 2021

	For the years ended
	February 28, 2022			February 28, 2021
Revenue:
Revenue	$	28,942		$	4,019
Total revenue		28,942			4,019
Operating expenses:
General and administrative		434,858			1,510,728
Professional fees		319,251			119,395
Impairment expense		907,990			-
Total operating expenses		1,662,099			1,630,123
Loss from operations		(1,633,157	)		(1,626,104	)
Other expense:
Interest expense		(19,042	)		(1,524	)
Total other expense		(19,042	)		(1,524	)
Net loss	$	(1,652,199	)	$	(1,627,628	)
Loss per share - basic and diluted	$	(0.08	)	$	(0.08	)
Weighted average shares outstanding - basic and diluted		20,311,058			19,590,000

See accompanying notes to the consolidated financial statements.

F-3

HEALTHCARE BUSINESS RESOURCES

Consolidated Statements of  Stockholders' Equity (Deficit)

For the years ended February 28, 2022 and 2021

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance February 29, 2020		19,590,000	$	19,590	$	173,110	$	(19,857	)	$	172,843
Stock-based compensation		-		-		1,418,173		-			1,418,173
Net loss		-		-		-		(1,627,628	)		(1,627,628	)
Balance February 28, 2021		19,590,000		19,590		1,591,283		(1,647,485	)		(36,612	)
Common shares issued for cash, net		186,000		186		85,980		-			86,166
Common shares issued for settlement of accounts payable		77,000		77		38,423		-			38,500
Common shares and warrants issued for license		1,000,000		1,000		856,990		-			857,990
Stock-based compensation		-		-		384,786		-			384,786
Capital contributions, related party		-		-		150,000		-			150,000
Net loss		-		-		-		(1,652,199	)		(1,652,199	)
Balance February 28, 2022		20,853,000	$	20,853	$	3,107,462	$	(3,299,684	)	$	(171,369	)

See accompanying notes to the consolidated financial statements.

F-4

HEALTHCARE BUSINESS RESOURCES

Consolidated Statements of Cash Flows

For the years ended February 28, 2022 and 2021

	February 28, 2022			February 28, 2021
Cash Flows from Operating Activities:
Net loss	$	(1,652,199	)	$	(1,627,628	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		384,786			1,418,173
Amortization of right of use asset - operating lease		14,823			-
Impairment expense		907,990			-
Changes in operating assets and liabilities:
Accounts payable		78,768			36,486
Accrued expenses		-			35,181
Right of use operating lease liability		(14,823	)		-
Net cash used in operating activities		(280,655	)		(137,788	)
Cash Flows from Financing Activities:
Issuance of note receivable		(200,000	)		-
Payment received from note receivable		10,447			-
Net cash used in investing activities		(189,553	)		-
Cash Flows from Financing Activities:
Proceeds on notes payable		400,000			-
Payments on notes payable		(225,000	)		-
Proceeds on notes payable, related party		50,000			-
Proceeds from capital contributions, related party		150,000			-
Proceeds from equity issuance, net		86,166			-
Net cash provided by financing activities		461,166			-
Net change in cash and cash equivalents		(9,042	)		(137,788	)
Cash and cash equivalents, at beginning of period		35,055			172,843
Cash and cash equivalents, at end of period	$	26,013		$	35,055
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Common shares issued for settlement of accounts payable	$	38,500		$	-
Common shares and warrants issued for license	$	857,990		$	-
Capitalization of ROU asset and liability - operating	$	14,823		$	-

See accompanying notes to the consolidated financial statements.

F-5

HEALTHCARE BUSINESS RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended February 28, 2022 and 2021

NOTE 1. NATURE OF BUSINESS AND GOING CONCERN

On September 9, 2019 (commencement of operations), Healthcare Business Resources, Inc. (“we”, “our”, the “Company”), a domestic corporation was organized in Delaware to provide consulting services to healthcare organizations. These services include management consulting related to sales, marketing, business development and advisory board function. The Company’s services are designed to help clients increase revenue, improve overall efficiency and effectiveness of their operations and grow strategically.

On March 5, 2021, HBR Pointclear, LLC, a Delaware limited liability company was incorporated. HBR Pointclear, LLC was formed to enter into an Option Agreement to Purchase Business Assets with PointClear Solutions, Inc.

On June 18, 2021, we and HBR Sub, Inc., a Delaware corporation and our wholly owned subsidiary entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with UserTech U.S. LLC, a Delaware limited liability company (“UPlus”) and UPlus Health, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UPlus (“UPlus Health”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, HBR Sub, Inc. was merged with and into UPlus Health, with UPlus Health surviving the merger on the terms and subject to the conditions set forth in the Merger Agreement and certain ancillary agreements. UPlus Health is now our Company’s wholly owned subsidiary. UPlus helps companies across multiple industries with continuous innovation and market development through the implementation of its proprietary technology called the U+Method, which is a is a step-by-step product development methodology that focuses on front–loading the risky parts of product development before starting large buildouts (the “U+Method Technology”). UPlus has licensed to UPlus Health the U+Method Technology and related intellectual property for use in the health care and medical services industry (the “Medical Industry”), pursuant to a separate license agreement (the “License Agreement”).

UPlus and the Company believe that their individual capabilities and expertise could be combined to provide a unique integrated solution to clients in the Medical Industry; and UPlus’ post transaction participation in providing the anticipated integrated solution is set forth in a separate services agreement (the “Services Agreement”). The Company’s post transaction financial metrics plan for UPlus Health and the anticipated integrated solution is set forth in UPlus Health’s financial metrics plan (“Financial Metrics Plan”). UPlus Health is managed by the Company’s current management team.

The consideration for the merger consisted of our Company’s issuance to UPlus of 1,000,000 shares of our common stock and a three-year warrant to purchase 1,400,000 shares of our common stock for $0.50 per share, subject to the Special Adjustments described in the Merger Agreement, which includes UPlus’ right to unwind the merger in the event we fail to meet the Financial Metrics Plan described in the Merger Agreement. As of August 31, 2021, the total purchase price for the acquisition was determined to be $857,990, which consisted of 1,000,000 shares of common stock with a fair value of $500,000 and 1,400,000 stock warrants with a fair value of $357,990. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. During the year ended February 28, 2022, the Company recorded a $857,990 impairment related to the license due to lack of progress.

In this filing, unless context requires otherwise, references to “we,” “our,” “us” and “our Company” refer to Healthcare Business Resources Inc., a Delaware corporation, and its subsidiaries HBR Pointclear, LLC, HBR Business Development, LLC and UPlus Health, LLC.

F-6

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.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“US GAAP”), and, as such, include amounts based on judgments, estimates, and assumptions made by management that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company is in the development stage, which is defined as an entity devoting substantially all of its efforts to establishing a new business and for which its primary line of business has not yet begun. Following is a description of the more significant accounting policies followed by the Company:

Basis of Presentation

The basis of accounting applied is United States generally accepted accounting principles (US GAAP).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates. 

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the years ended February 28, 2022 and 2021, the Company evaluated long lived assets for impairment and recorded impairment losses of $907,990 and $0, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of February 28, 2022 and 2021.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) or (“ASC Topic 606”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The new guidance provides a five-step process for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also requires expanded qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for public companies with annual reporting periods beginning after December 31, 2017 and is to be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial adoption. Early adoption is permitted for all entities but not before the original effective date for public entities. The Company adopted ASC Topic 606 on September 9, 2019 (commencement of operations).

F-7

The Company recognizes revenue from contracts with its customers under ASC Topic 606. As sales are expected to be primarily from sales of advisory services, the Company does not expect significant post-delivery obligations. Revenue from sales of advisory services is recorded over the period earned and are recognized under ASC Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements:

· Executed contracts with the Company’s customers that it believes are legally enforceable;

· Identification of the performance obligation within the respective contract, which is the delivery of service;

· Determination of the transaction price for each performance obligation in the respective contract;

· Allocation of the transaction price to each performance obligation; and

· Recognition of revenue only when the Company satisfies each performance obligation

We charged clients a fee for our management consulting services based on time (e.g., hourly or project-based or monthly) or based on a percentage of cost savings or incremental revenue (e.g., revenue or cost savings). As of February 28, 2022, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer.

We plan to charge clients a fee for our financial incentives services primarily based on the economic benefit we facilitate from any incentive programs, when permitted by any applicable rules and guidelines. Where contingency fees are not permissible, fixed fee contracts may be used. As part of our incentive program services, we may be at risk for certain third-party accounting, legal and consulting fees until such time as we are reimbursed by our client, if ever.

Income Taxes

Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the Enactment date. A valuation allowance is established for deferred tax assets that, based on management’s evaluation, are not expected to be realized.

Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of February 28, 2022.

Fair value of Financial Instruments

The company’s financial instruments consist primarily of cash, accounts receivable and payables.  The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate.

F-8

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended February 28, 2022 and 2021, reflected in the accompanying statements of operations. As of February 28, 2022 and 2021, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 1,400,000 and 0 common shares, and options for 1,580,000 and 780,000 common shares, respectively.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

NOTE 3. NOTE RECEIVABLE

On March 12, 2021, the Company, through its wholly owned subsidiary HBR Pointclear, LLC, a Delaware limited liability company (“HBRP”); and PointClear Solutions, Inc., an Alabama corporation (“PointClear”) entered into an Option Agreement to Purchase Business Assets (the “Option Agreement”). The term of the Option (the “Option Term”) commenced on March 12, 2021, and automatically expires on August 1, 2022 (the “Option Termination Date”), unless duly extended, exercised, or sooner terminated as provided in the Option Agreement.

PointClear is a health care focused information technology solutions company that provides its clients technology driven solutions based upon its three core competencies; (i) Strategic planning, (ii) Digitization and Design, and (iii) Production and Implementation (the “Business”). Pursuant to the Option Agreement, PointClear granted to HBRP an exclusive non-cancelable option (the “Option”) to require PointClear to enter into an Asset Purchase Agreement (the “Asset Purchase Agreement”) under which, HBRP may (i) purchase all of PointClear’s tangible and intangible assets used in, or useful to the Business (the “Business Assets”), and (ii) the assume certain defined liabilities and contracts related to the Business. The Option provides HBRP the right, but not the obligation, to (i) enter into the Asset Purchase Agreement at any time until August 1, 2022 (the “Option Term”), and (ii), require PointClear to sell the Business Assets and perform under the Asset Purchase Agreement. 

Pursuant to the Option, HBRP shall arrange for a unsecured loan of up to $750,000 to PointClear (the “Improvement Loan”) pursuant to the Improvement Loan Agreement (the “Improvement Loan Agreement”), as consideration for obtaining rights under the Option. The loan agreement matures on the earlier of August 1, 2022, or the closing of the purchase of the Asset Purchase Agreement. PointClear is required to use the proceeds under the Improvement Loan to improve the Business and offset operating costs. If HBRP elects to exercise the Option it shall be obligated to pay to PointClear the consideration set forth in the Asset Purchase Agreement and comply with such other terms and conditions that are set forth in the Asset Purchase Agreement. The repayment of any monies lent under the Improvement Loan Agreement to PointClear will be determined based on whether or not HBRP elects to exercise the Option and enter into the Asset Purchase Agreement with Pointclear. The Option Agreement contains customary representations, warranties and covenants of PointClear and HBRP.

On March 12, 2021, our Company, through our wholly owned subsidiary HBR Pointclear, LLC, a Delaware limited liability company (“HBRP”); and PointClear Solutions, Inc., an Alabama corporation (“PointClear”) entered into an Option Agreement To Purchase Business Assets (the “Option Agreement”). The Option Agreement provided HBRP the exclusive non-cancelable right to require PointClear to enter into an Asset Purchase Agreement (“Asset Purchase Agreement”) under which, HBRP would (i) purchase all of PointClear’s tangible and intangible assets used in, or useful to the PointClear business (the “Business Assets”), and (ii) the assume certain defined liabilities and contracts of PCS related to the Business. As partial consideration for receiving its rights to purchase the Business Assets under the Option Agreement, HBRP arranged for a loan of up to $750,000 to PointClear pursuant to the Improvement Loan Agreement (the “Improvement Loan Agreement”) evidenced by and repaid in accordance with the terms of a promissory note (the “Promissory Note”). On March 16, 2021, pursuant to the Option Agreement and Improvement Loan Agreement, PointClear made its first draw under the Improvement Loan Agreement for $200,000.

On September 29, 2021, all of the above parties entered into a Separation and Settlement Agreement (“Separation and Settlement Agreement”), effective October 1, 2021, and terminated their mutual obligations under the Option Agreement and Improvement Loan Agreement. Pursuant to the Separation and Settlement Agreement, with respect to the:

F-9

1.	Option Agreement, the Option Agreement was cancelled and neither of the parties have any current or future rights or obligations under the Option Agreement.
2.	Improvement Loan Agreement, the principal owed by PointClear under the Improvement Loan Agreement was reduced to $150,000. Within 30 days of October 1, 2021, PointClear shall pay to HBRP, or its designee, $25,000 which shall reduce the principal owed under the Improvement Loan Agreement to $125,000. PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement, and its repayment shall remain subject to the Improvement Loan Agreement.
3.	Consulting and Registrant Stock Option Agreements, the Consulting Agreements by and between HBRP and related consultants were cancelled by mutual consent and no money or consideration is owed or payable to any party thereunder according to the terms of such Consulting Agreements. The related stock option agreements by and between the Company and related consultants were cancelled by mutual consent and all option shares, vested or unvested were terminated.

During the year ended February 28, 2022, the Company recorded a $50,000 note receivable impairment related to the separation and settlement agreement. As of February 28, 2022, the note receivable balance due from Pointclear is $139,553.

NOTE 4. NOTES PAYABLE

Notes Payable

On March 15, 2021, the Company issued a Promissory Note in the aggregate principal amount of $200,000 (the “Third Party Promissory Note”). The principal amount of $200,000 plus all interest under the Third Party Promissory Note will be due and payable two hundred seventy (270) days from March 15, 2021 (the “Maturity Date”). Interest on the Third Party Promissory Note will accrue at a rate of 3.0% per annum, beginning on March 15, 2021, until the principal amount and all accrued but unpaid interest shall have been paid. The Third Party Promissory Note is an unsecured debt obligation of the Company. During the year ended February 28, 2022, the Company repaid $200,000 of principal on the note. As of February 28, 2022, $8,827 of accrued interest on the note payable remained outstanding.

On June 11, 2021, the Company issued a promissory note in the aggregate principal amount of $25,000 (the “$25,000 Promissory Note”). The principal amount of $25,000 plus all interest under the $25,000 Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.5% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $25,000 Promissory Note is an unsecured debt obligation of the Company. On October 11, 2021, the Company entered into a cancellation agreement with the noteholder and refunded the total principal amount of $25,000. Pursuant to the cancellation agreement, the noteholder agreed to cancel the note and forfeit any claim on any interest on the note. As of February 28, 2022, the note payable balance was $0, with accrued interest of $0.

On August 6, 2021, the Company issued a promissory note in the aggregate principal amount of $25,000 (the “$25,000 Promissory Note”). The principal amount of $25,000 plus all interest under the $25,000 Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $25,000 Promissory Note is an unsecured debt obligation of the Company. As of February 28, 2022, the note payable balance was $25,000, with accrued interest of $1,653.

On September 21, 2021, the Company issued a promissory note in the aggregate principal amount of $150,000 (the “$150,000 Promissory Note”). The principal amount of $150,000 plus all interest under the $150,000 Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $150,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $150,000 Promissory Note is an unsecured debt obligation of the Company. As of February 28, 2022, the note payable balance was $150,000, with accrued interest of $7,890.

F-10

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.

NOTE 5. EQUITY

Common stock

2022

During year ended February 28, 2022, we issued (i) 46,000 shares of the common stock to investors who are not a “U.S. Person,” as that term is defined in Rule 902(k) of Regulation S of the Securities Act for total consideration of $23,000, or $0.50 per share; and (ii) 140,000 shares of to the common stock to investors who are “accredited investors,” as that term is defined Rule 501(a) of Regulation D for total consideration of $70,000, or $0.50 per share. The Company paid transaction fees of $6,834 resulting in net proceeds of $86,166.

During the year ended February 28, 2022, the Company issued 77,000 shares of common stock with a fair value of $38,500 to settle accounts payable balance.

On June 18, 2021, the Company issued to UPlus 1,000,000 shares of common stock and a three-year warrant to purchase 1,400,000 shares of common stock for $0.50 per share related to the Merger Agreement. The common stock was valued at $0.50 per share based on recent sales of common stock for cash, which we believe to be the best estimate of fair value.

During the year ended February 28, 2022, the Company received $150,000 in equity contributions from related party.

2021

On July 27, 2020, the Company effected a 20-for-1 stock split of its common stock in the form of a stock dividend. The Company has retroactively restated its stockholders’ equity section by increasing common stock and decreasing additional paid in capital for the par value of the shares to show the impact of the 20-to-1 increase in number of shares outstanding.

Incentive Stock Options

2022

During the year February 28, 2022, the Board of Directors approved grants of 2,755,000 options to consultants. The options have an exercise price ranging from $0.50 - $0.80 and expire five-years following issuance. The total fair value of these option grants at issuance was $1,051,295. Of the newly granted options 588,750 vested at issuance and the remaining options vest over periods from five to sixty months.

During the year ended February 28, 2022, the Company recognized $384,786 of stock-based compensation related to outstanding stock options. At February 28, 2022, the Company had $191,008 of unrecognized costs related to options.

F-11

2021

On August 8, 2020, we granted non-qualified stock options to purchase up to 3,000,000 shares of our common stock at the exercise price of $0.50 per share for a ten-year term to certain of our officers, directors and consultants who are performing additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $1,417,640. Subsequent to the options vesting, the officers, directors and consultants who received these options surrendered 2,250,000 stock options in exchange for no consideration.

On November 19, 2020, the Board of Directors of the Company amended the Healthcare Business Resources, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The amendment of the 2020 Plan increased the number of shares reserved to 8,000,000 shares of common stock.

On December 31, 2020, we granted non-qualified stock options to purchase up to 10,000 shares of our common stock at the exercise price of $0.50 per share for a five-year term a consultant who are performing additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $4,003. The 10,000 shares will vest at a rate of 2,000 share per year until the option is 100% vested.

On January 31, 2021, we granted non-qualified stock options to purchase up to 25,000 shares of our common stock at the exercise price of $0.50 per share for a five-year term a consultant who are performing additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $9,990. The 25,000 shares will vest at a rate of 1,000 share per month until the option is 100% vested.

During the year ended February 28, 2021, the Company recognized $1,418,173 of stock-based compensation related to outstanding stock options. At February 28, 2021, the Company had $13,460 of unrecognized expenses related to options.

The following table summarizes the stock option activity for the years ended February 28, 2022 and 2021:

				Weighted Average
	Number of Options			Exercise Price Per Share
Outstanding at February 28, 2020		-		$	-
Granted		3,035,000			0.50
Exercised		-			-
Forfeited and expired		(2,250,000	)		0.50
Outstanding at February 28, 2021		785,000			0.50
Granted		2,755,000			0.54
Exercised		-			-
Forfeited and expired		(1,960,000	)		0.50
Outstanding at February 28, 2022		1,580,000		$	0.57

As of February 28, 2022, there were 1,057,240 stock options exercisable. The outstanding stock options have a weighted average remaining term of 6.29 years and have no intrinsic value.

Stock Warrants

On June 18, 2021, the Company issued a three-year warrant to purchase 1,400,000 shares of common stock for $0.50 per share pursuant to the Merger Agreement. The total fair value of these warrants at issuance was $357,990. 

F-12

The following table summarizes the stock warrant activity for the year ended February 28, 2022:

			Weighted Average
	Number of Warrants		Exercise Price Per Share
Outstanding at February 28, 2021		-	$	-
Granted		1,400,000		0.50
Exercised		-		-
Forfeited and expired		-
Outstanding at February 28, 2022		1,400,000	$	0.50

As of February 28, 2022, the outstanding stock warrants have a weighted average remaining term of 2.34 years and have no intrinsic value.

The aggregate fair value of the options and warrants measured during the years ended February 28, 2022 and 2021 were calculated using the Black-Scholes option pricing model based on the following assumptions:

	2022			2021
Expected life (years)	3-5			5-10
Volatility (1)	79.33 - 108.26		%	118.89 - 120.59		%
Dividend yield		0	%		0	%
Risk free interest rate	0.47 - 1.18		%	0.36 - 0.59		%

(1) The Company used a peer group to estimate volatility 

NOTE 6. INCOME TAXES

The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	Year Ended			Year Ended
	February 28,2022			February 28,2021
Income tax benefit computed at the statutory rate	$	343,000		$	342,000
Non-deductible expenses		(318,000	)		(302,000	)
Change in valuation allowance		(25,000	)		(40,000	)
Provision for income taxes	$	-		$	-

Significant components of the Company’s deferred tax assets after applying enacted corporate income tax rates are as follows:

	As of			As of
	February 28, 2022			February 28, 2021
Deferred income tax assets
Net operating losses	$	67,900		$	43,900
Valuation allowance		(67,900	)		(43,900	)
Net deferred income tax assets	$	-		$	-

The Company has an operating loss carry forward of approximately $326,000.

F-13

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. 

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.

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.

NOTE 10. RELATED PARTY TRANSACTIONS

During the year ended February 28, 2022, the Company received $150,000 in equity contributions from two entities owned by Stephen Epstein, Chief Financial Officer of the Company, and his wife.

NOTE 11. SUBSEQUENT EVENTS 

On October 5, 2021 the Company entered into a share surrender agreement, in consideration of $10.00 and other good and valuable consideration, a stockholder surrendered 32,000 shares of Company common stock to the Company. As of the date of this filing, the shares have not been surrendered.

On May 11, 2022, the Company issued a promissory note in the aggregate principal amount of $225,000 (the “$225,000 Promissory Note”). The principal amount of $225,000 plus all interest under the $225,000 Promissory Note will be due and payable on December 31, 2023. Interest on the $225,000 Promissory Note will accrue at the greater of rate of 2.0% per annum or the long-term adjusted applicable federal rates for the current month, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $225,000 Promissory Note is an unsecured debt obligation of the Company. On June 21, 2022, the Company received a conversion notice to convert the $225,000 promissory note and interest of $530 into 450,000 shares of the Company’s common stock. The Company will issue the shares upon board approval.

In May 2022, the Company repaid the $150,000 Promissory Note, the $50,000 Promissory Note and settled accrued interest of $17,310. In June 2022, the Company repaid the $25,000 Promissory Note and settled accrued interest of $2,647.

On July 1, 2022, the Company entered a secured convertible note up to $100,000. The secured convertible note matures on July 1, 2023 and bears interest at 8% per annum. The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the CEO. At the option of the holder, the note can be converted into shares of the Company’s common stock at the conversion price of $0.01 per share. As of the date of this filing, the Company has drawn $38,900 on the convertible note.

F-14

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. 

None.

Item 9A. Controls and Procedures. 

Evaluation of Disclosure Controls and Procedures.

Our chief executive officer, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of February 28, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost- benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of February 28, 2022, our principal executive officer/principal financial officer concluded that, as of such date, our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting, which is identified below, which we view as an integral part of our disclosure controls and procedures.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 28, 2022 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework- 2013. Based on its evaluation, our management concluded that the following are material weaknesses in our internal control over financial reporting:

· We do not have written documentation of our internal control policies and procedures.

· Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1305) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

26

In light of the material weakness described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our Company to provide only management’s attestation in this Annual Report.

Changes in Internal Control Over Financial Reporting.

No change in our Company’s internal control over financial reporting occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information. 

On May 11, 2022, the Company issued a promissory note in the aggregate principal amount of $225,000 (the “$225,000 Promissory Note”). The principal amount of $225,000 plus all interest under the $225,000 Promissory Note will be due and payable on December 31, 2023. Interest on the $225,000 Promissory Note will accrue at the greater of rate of 2.0% per annum or the long-term adjusted applicable federal rates for the current month, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $225,000 Promissory Note is an unsecured debt obligation of the Company. On June 21, 2022, the Company received a conversion notice to convert the $225,000 promissory note and interest of $530 into 450,000 shares of the Company’s common stock. The Company will issue the shares upon board approval. The foregoing descriptions of the promissory note and conversion notice are not intended to be complete and are qualified in their entirety by the full text of the promissory note, which is attached hereto as Exhibit 10.16, and the conversion notice, which is attached hereto as Exhibit 10.17.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 

Not Applicable

27

PART III

Item 10. Directors, Executive Officers and Corporate Governance 

Information about our Executive Officer and Directors

The following table sets forth the name, age and position of each director and executive officer of the Company:

Name	Age	Title	Held Position Since
Stephen Epstein	40	Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, Director	September 2019
Kenneth Hawkins	71	Director	May 2020
Howard T. Wall, III	63	Director	May 2020

The following information sets forth the backgrounds and business experience of the directors and executive officer.

Stephen Epstein has been Director, Chief Executive Officer, President, Chief Financial Officer and Principal Accounting Officer since September 2019. Mr. Epstein is also a Director of CalSouth Corp, a real estate development company, since March 2016, Manager for the Realiste Fund, LP, a private equity fund, since February 2019 and Managing Member of DollarCamp C&B, LLC, a publishing and training company since 2009. Mr. Epstein has a B.A. in International Relations from The University of Southern California and is a Certified Commercial Investment Member (CCIM). Mr. Epstein’s qualifications to serve on our board of directors include his knowledge of our Company and his leadership at our Company.

Kenneth Hawkins, CPA has been an advisor to our Company since September 2019 and Chair of the board of directors since May 2020. Mr. Hawkins is also the Principal of KDH Consulting since January 2017, Senior Advisor at Farlie Turner & Co. since December 2017 and a Senior Consultant at Community Health Systems since January 2017 where he was previously the Senior Vice President of Acquisitions and Development from January 1997 to December 2016. Mr. Hawkins has a business administration degree in Accounting from James Madison University and a Masters degree in Tax from the Virginia Commonwealth University – School of Business. Mr. Hawkins qualifications to serve on our board of directors include his knowledge of our Company, the healthcare services industry and his leadership at our Company.

Howard T. Wall, III has been an advisor to our Company since September 2019 and a member of our board of directors since May 2020. Mr. Wall has been an independent healthcare attorney and business advisor since January 2019. From June 2011 to December 2018, he served as the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary of Regional Care Hospital Partners (d/b/a RCCH Healthcare Partners). Mr. Wall received a B.A. degree in history and social science from Trevecca Nazarene University in 1980 and received a J.D. degree from Washington & Lee University School of Law in 1983. Mr. Walls qualifications to serve on our board of directors include his knowledge of our Company, the healthcare services industry and his leadership at our Company.

Family Relationships

None.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. To the best of our knowledge, based solely upon a review of Forms 3 and 4 and amendments thereto furnished to our Company during its most recent fiscal year and Forms 5 and amendments thereto furnished to our Company with respect to its most recent fiscal year, and any written representation referred to in paragraph (b)(1) of Item 405 of Regulation S-K, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements with the following exceptions: UserTech U.S. LLC, a Delaware limited liability company, failed to file a Form 3.

28

Code of Ethics

Our Company has adopted a Code of Business Conduct and Ethics that applies to all of the Company’s employees, including its principal executive officer and principal financial officer. A copy of our Code of Business Conduct and Ethics is attached as Exhibit 14.1 to this Form 10-K and is available for review on our Company’s website www.healthcarebusinessresources.com. The Company intends to disclose any changes in or waivers from its Code of Business Conduct and Ethics by posting such information on its website.

Changes to Director Nomination Procedures

                None.

Nominating Committee

Our Board of Directors does not have a nominating committee. This is due to our development stage and smaller sized Board of Directors. Instead of having such a committee, our entire Board of Directors historically has searched for and evaluated qualified individuals to become nominees for membership on our Board of Directors.

Audit Committee

Our Company does not have a separately designated standing audit committee in place; our Company’s entire Board of Directors has served, and currently serves, in that capacity. This is due to our development stage and small executive management team. Our Board of Directors will continue to evaluate, from time to time, whether a separately designated standing audit committee should be put in place. We do not have an audit committee financial expert as that term is defined by the rules promulgated by the Securities and Exchange Commission. We currently have limited revenues and our Company does not carry a sufficient amount of directors and officer’s insurance, which makes it difficult for us to find candidates willing to serve on our board of directors, especially independent directors to sit on an audit committee. If we are able to generate sufficient revenues in the future, then we will likely obtain a sufficient amount of directors and officer’s insurance, retain independent directors and form a separately designated standing audit committee and other applicable committees.

Term of office

The term of office of each director of the Company ends at the next annual meeting of the Company's stockholders or when such director's successor is elected and qualifies. Each executive officer serves at the discretion of our board of directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Involvement in certain legal proceedings

During the past ten years, none of our directors, officers, greater-than-ten percent stockholders or promoters have been involved in any of the legal proceedings described in paragraph (f) of Item 401 of Regulation S-K. 

Item 11. Executive Compensation 

Summary Compensation Table

Stephen Epstein is our Chief Executive Officer, President and Chief Financial Officer and sole named executive officer. For the fiscal years ended February 28, 2022 and 2021, no compensation was awarded to, earned by, or paid to Mr. Epstein as an executive officer. See “Employee, Severance, Separation and Change in Control Agreements” below.

29

Employee, Severance, Separation and Change in Control Agreements

Stephen Epstein. Mr. Epstein is our Chief Executive Officer, President and Chief Financial Officer. Under the terms of our July 22, 2020, letter agreement with Mr. Epstein, he is not paid a salary but is entitled to reimbursement of reasonable business expenses. Mr. Epstein will devote up to 40 hours per week to our Company. He does not have a non-competition agreement with the Company; but is not separately engaged, nor does he anticipate being separately engaged, in any competitive businesses. We have no other any of the named executive officers.

On August 8, 2020, along with each other director, our Company granted Mr. Epstein, a non-qualified stock option to purchase up to 750,000 shares of our common stock at the exercise price of $.50 per share for performing additional unanticipated work involved with executing the Company’s business plan. The aggregate fair value of this option was $354,410, as computed in accordance with FASB ASC 718. This grant was not made in connection with our July 22, 2020, letter agreement with Mr. Epstein or in connection with his services as our executive officer.  On February 1, 2020, Mr. Epstein voluntarily surrendered to the Company without consideration the non-qualified stock option to purchase up to 750,000 shares of our common stock in order to allow the Company to allocate the shares underlying the surrendered options to other Company employees.

Option Exercises and Stock Vested

No stock options, SARs and similar instruments were exercised, and no stock, including restricted stock, restricted stock units and similar instruments vested, by or for any of our named executive officer during the last completed fiscal year.

Pension, retirement or similar benefit plans

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

Outstanding Equity Awards

There are no outstanding equity awards for the most recent fiscal period ended February 29, 2022.

Potential Payments Upon Termination or Change In Control

None.

Director Compensation

No compensation was paid to our directors during our February 28, 2022 fiscal year. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.

Compensation Policies and Practices as They Relate to Our Risk Management

No risks arise from our Company’s compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on our Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

Security ownership of certain beneficial owners and management.

The following table sets forth, as of July 1, 2022, the names, addresses, amount and nature of beneficial ownership and percent of such ownership of (i) each person or group known to our Company to be the beneficial owner of more than five percent (5%) of our common stock; and (ii) each of our officers and directors, and officers and directors as a group:

30

	Shares Beneficially Owned
Name and Address of Beneficial Owner (1)(2)	Number		Percent (3)(4)
5% Stockholders
Meraki Partners LLC (5)		3,500,000		16.8	%
Directors and Executive Officers
Stephen Epstein, Chief Executive Officer, President, Chief Financial Officer, Secretary and Director		11,016,000		52.8	%
Kenneth Hawkins, Director		3,002,000		14.4	%
Howard T. Wall, III, Director(6)		1,270,000		6.0	%
All executive officers and directors as a group (3 persons)		15,288,000		73.3	%

________________

(1) As of July 1, 2022, such holders had the sole voting and investment power with respect to the voting securities beneficially owned by them, unless otherwise indicated herein. Includes the person's right to obtain additional shares of common stock within 60 days of July 1, 2022.

(2) In care of the Company at 718 Thompson Lane, Suite 108-273, Nashville, Tennessee 37204.

(3) Based on 20,853,000 shares of common stock outstanding.

(4) If a person listed on this table has the right to obtain additional shares of common stock within 60 days from the Record Date, the additional shares are deemed to be outstanding for the purpose of computing the percentage of class owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of any other person.

(5) Joel Arberman is the Managing Member of Meraki Partners, LLC and has sole voting and investment power over these securities.

(6) Includes 520,000 shares of common stock and options to purchase up to 750,000 shares of common stock.

We are not aware of any arrangements that could result in a change of control.

Securities Authorized for Issuance under Equity Compensation Plans

Information regarding our compensation plans under which our equity securities are authorized for issuance can be found in Part II –Item 5 of this report.

Item 13. Certain Relationships and Related Transactions, and Director Independence 

31

Transactions with Related Persons

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.

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.

Policies and Procedures for Related-Party Transactions

Our Company does not have any formal written policies or procedures for related party transactions, however in practice, our board of directors reviews and approves all related party transactions and other matters pertaining to the integrity of management, including potential conflicts of interest and adherence to standards of business conduct. We have no independent directors on our board of directors.

Director Independence

Although we do not currently trade on the NASDAQ or any other trading medium, our board of directors has reviewed each of the Directors’ relationships with the Company in conjunction with NASDAQ Listing Rule 5605(a)(2) that provides that an “independent director” is ‘a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.’ Our board of directors has affirmatively determined that none of our directors are independent directors that are independent of management or free of any relationship that would interfere with their independent judgment as members of our board of directors. The following members of our board of directors, Stephen Epstein, Kenneth Hawkins and Howard T. Wall, III are not independent directors pursuant to the standards described above.

Item 14. Principal Accounting Fees and Services 

The following table represents aggregate fees billed to the Company for the fiscal years ended February 28, 2022 and February 28, 2021 by the Company’s independent registered public accounting firms. The aggregate fees billed for the fiscal year ended February 28, 2022 were from BF Borgers CPA PC and the aggregate fees billed for the fiscal year ended February 28, 2021 were from both BF Borgers CPA PC and Marcum LLP:

	2022		2021
Audit Fees – BF Borgers	$	25,000	$	6,500
Audit Fees – Marcum		-		67,255
Tax Fees		-		-
All Other Fees		-		-
Total	$	25,000	$	73,755

Audit Fees are the aggregate fees billed during the years ended February 28, 2022 and February 28, 2021 for professional services rendered by the Company’s independent registered public accounting firms for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally provided by the Company’s independent registered public accounting firms in connection with statutory and regulatory filings or engagements.

Audit-Related Fees are the aggregate fees billed during the years ended February 28, 2022 and February 28, 2021 for assurance and related services rendered by the Company’s independent registered public accounting firms that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the category Audit Fees described above.

Tax Fees are the aggregate fees billed during the years ended February 28, 2022 and February 28, 2021 for tax compliance services rendered by the Company’s independent registered public accounting firms.

All Other Fees are the aggregate fees billed during the years ended February 28, 2022 and February 28, 2021 for products and services provided by the Company’s independent registered public accounting firms, other than the services reported in the Audit Fees, Audit-Related Fees, and Tax Fees categories above.

32

Audit Committee Pre-Approval Policies.

All the services performed by the Company’s independent registered public accounting firms that are described above were pre-approved by the Company’s Audit Committee. The Audit Committee pre-approves all audit and permissible non-audit services on a case-by-case basis.

None of the hours expended on the Company’s independent registered public accounting firms’ engagement to audit the Company’s financial statements for the years ended February 28, 2022 and February 28, 2021, were attributed to work performed by persons other than the Company’s independent registered public accounting firms’ full-time, permanent employees.

None of the hours expended on the Company’s independent registered public accounting firms’ engagement to audit the Company’s financial statements for the years ended February 28, 2022 and February 28, 2021, were attributed to work performed by persons other than the Company’s independent registered public accounting firms’ full-time, permanent employees.

33

PART IV

Item 15. Exhibits, Financial Statement Schedules 

(a) The following documents are filed or furnished as part of this Form 10-K:

1.	Financial Statements. Reference is made to the Index to Financial Statements under Item 8, Part II hereof.
2.	Financial Statement Schedules. The Financial Statement Schedules have been omitted either because they are not required or because the information has been included in the financial statements or the notes thereto included in this Annual Report on Form 10-K.

(b) The following exhibits are filed as part of this report.

34

EXHIBIT INDEX

SEC Reference Number	Title of Document
2.1	Agreement and Plan of Merger-UPlus
3.1	Certificate of Incorporation	Incorporated by reference to Company’s Form S-1 Registration Statement filed on 06/08/2020
3.2	Bylaws	Incorporated by reference to Company’s Form S-1 Registration Statement filed on 09/22/2020
4.1	Description of Registrant’s Securities	Incorporated by reference to Company’s Form 10-K filed on 06/7/2021
4.2	Promissory Note -July 1, 2022 - $100,000	Incorporated by reference to Company’s Form 8-K filed on 07/6/22
10.1	2020 Stock Incentive Plan	Incorporated by reference to Company’s Form S-1 Registration Statement filed on 06/08/2020
10.2	Amendment to 2020 Stock Incentive Plan	Incorporated by reference to Company’s Form S-1 Registration Statement filed on 09/22/2020
10.3	Meraki Partners, LLC Agreement	Incorporated by reference to Company’s Form S-1 Registration Statement filed on 09/22/2020
10.4	Form of Advisory Board Agreement	Incorporated by reference to Company’s Form S-1 Registration Statement filed on 06/08/2020
10.5	Form of HBR Business Development Consulting Agreement	Incorporated by reference to Company’s Form S-1 Registration Statement filed on 06/08/2020
10.6	Employment Agreement with Stephen Epstein	Incorporated by reference to Company’s Form S-1 Registration Statement filed on 09/22/2020
10.7	Option Agreement with PointClear	Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
10.8	Form of Asset Purchase Agreement, attached as Exhibit A to Option Agreement with PointClear	Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
10.9	Improvement Loan Agreement with PointClear	Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
10.10	Form of Promissory Note, attached as Exhibit A to Improvement Loan Agreement with PointClear	Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
10.11	Promissory Note – Huber	Incorporated by reference to Company’s Form 8-K filed on 03/18/2021
10.12	Separation and Settlement Agreement-PointClear	Incorporated by reference to Company’s Form 8-K filed on 09/30/2021
10.13	Promissory Note - Hawkins	Incorporated by reference to Company’s Form 8-K filed on 06/23/21
10.14	Promissory Note - Kellum	Incorporated by reference to Company’s Form 8-K filed on 06/23/21
10.15	Office Lease Agreement	Incorporated by reference to Company’s Form 10-Q filed on 10/25/21
10.16	Promissory Note – $225,000	Filed Herewith
10.17	Promissory Note Conversion $225,000	Filed Herewith
10.18	Stock Pledge Agreement – July 1, 2022	Incorporated by reference to Company’s Form 8-K filed on 07/6/22
14.1	Code of Ethics	Incorporated by reference to Company’s Form S-1 Registration Statement filed on 06/08/2020
16.1	Letter from Marcum LLP, dated December 21, 2021	Incorporated by reference to Company’s Form 8-K filed on 12/23/21
21.1	Subsidiaries	Filed Herewith
31.1	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company	Filed Herewith
31.2	Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company	Filed Herewith
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and Principal Financial Officer of the Company	Filed Herewith
101	XBRL data files of Financial Statements and Notes contained in this Annual Report on Form 10-K
104	Cover Page Interactive Data File

Item 16. 10-K Summary 

None.

35

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. 

	HEALTHCARE BUSINESS RESOURCES, INC., Registrant
Date: July 7, 2022	By:	/s/ Stephen Epstein
		Stephen Epstein
		Chief Executive Officer and Chief Financial Officer (Principal Executive and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.

Signature	Title	Date
/s/ Stephen Epstein	Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Director	July 7, 2022
Stephen Epstein
/s/ Kenneth Hawkins	Director	July 7, 2022
Kenneth Hawkins
/s/ Howard T. Wall, III	Director	July 7, 2022
Howard T. Wall, III

36

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF HEALTHCARE BUSINESS RESOURCES INC.

HBR Business Development, LLC - incorporated in Delaware on January 21, 2020.

UPlus Health, LLC, a Delaware limited liability company, incorporated in Delaware on June 15, 2021.

HBR Pointclear, LLC - incorporated in Delaware on March 5, 2021.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Stephen Epstein, Chief Executive Officer of Healthcare Business Resources Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Healthcare Business Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 7, 2022

/s/ Stephen Epstein

Stephen Epstein,

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Stephen Epstein, Chief Financial Officer of Healthcare Business Resources Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Healthcare Business Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 7, 2022

/s/ Stephen Epstein

Stephen Epstein,

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Healthcare Business Resources Inc.  (the "Company") for the year ended February 28, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Stephen Epstein, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1)	The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

July 7, 2022

/s/ Stephen Epstein

Stephen Epstein,

Chief Executive Officer

Chief Financial Officer

EX-10.16

EXHIBIT 10.16

PROMISSORY NOTE

May 11, 2022  $225,000.00

This Promissory Note (this “Note”) is dated May 11, 2022 made by Healthcare Business Resources (HBT), a Deleware corporation (“Maker”), to RSET Investments QOZB LLC, a Tennessee limited liability company, and any subsequent holder of this Note (“Holder”).

1. Payment of Principal and Interest. FOR VALUE RECEIVED, the undersigned Maker hereby promises to pay to Holder the principal amount of Two Hundred Twenty Five Thousand Dollars ($225,000.00) advanced, outstanding and owed to Holder by Maker on the date hereof, together with interest on the unpaid principal balance from the date of this Note until maturity at the greater of two percent (2%) per annum or the long-term adjusted applicable federal rates for the current month for purposes of Section 1288(b) of the Internal Revenue Code of 1986, as amended, from and including the date hereof (the “Applicable Interest Rate”), as follows:

(a) The entire outstanding principal balance hereof and accrued and unpaid interest thereon and all other sums due under this Note shall be finally due and payable on December 31, 2023 (the “Maturity Date”).

(b) Interest shall be payable in arrears, compounded annually and calculated on the basis of a 365 day year (366 in a leap year). All such payments on account of the indebtedness evidenced by this Note shall be first applied to interest accrued on the unpaid principal amount and the remainder toward reduction of the unpaid principal amount.

2. Payment Information. Maker may from time to time make such repayments of principal and interest prior to the Maturity Date as Maker shall desire; provided that any such payments shall first be applied to pay all then outstanding accrued and unpaid interest hereunder as set forth above. All payments required to be made hereunder shall be made during regular business hours to Holder or to Holder’s servicing agent as Holder may from time to time designate in writing with sufficient information to identify the source and application of such payment, or at such other place as Holder may from time to time designate in writing. All payments of principal or interest shall be made in currency of the United States of America. As an alternative to payment in cash Maker may permit Holder to acquire investment interests in any of the arrangements listed in the chart attached hereto as Exhibit A (the “Investments”) as Maker and Holder may agree and in all or any portion thereof or in any increase thereof as may be applicable to the arrangements related to such Investments. Maker shall fully cooperate and bear the costs of making such agreed Investments available to Holder, including without limitation making any required notices and consents and completion of any applicable documentation.

3. Events of Default. A “default” shall exist under this Note in the event Maker shall fail to make due and punctual payment under this Note.

4. Acceleration. Upon the occurrence of a default which is not cured within any applicable grace, notice and cure periods, as set forth herein, Holder shall have the right, without demand or notice, to declare the entire principal amount of this Note then outstanding, and all accrued and unpaid interest thereon, and all other sums required to be paid under this Note, to be immediately due and payable, and notwithstanding the stated maturity in this Note, the principal amount and the accrued and unpaid interest thereon and all other sums required thereunder, shall thereupon become immediately due and payable. During the existence of such default, Holder may apply payments received to any amounts due hereunder as Holder may determine in its sole discretion.

Page 1

5. Maker’s Covenants. Maker agrees that (a) this instrument and the rights and obligations of all parties hereunder shall be governed by and construed under the laws of the State of Tennessee; (b) to the extent permitted by law, the obligation evidenced by this Note is an exempted transaction under the Truth-in-Lending Act, 15 U.S.C. § 1601, et seq. (1982); and (c) the obligations hereunder constitute a business loan for the purpose of the application of any laws that distinguish between consumer loans and business loans and that have as their purpose the protection of consumers in the State of Tennessee under Tennessee law or United States federal law.

6. Prepayment. This Note may be prepaid without premium or penalty at any time as provided above.

7. Severability. The parties hereto intend and believe that each provision of this Note comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or any portion of any provision contained in this Note is held by a court of law to be invalid, illegal, unlawful, void or unenforceable as written in any respect, then it is the intent of all parties hereto that such portion or provision shall be given force to the fullest possible extent that it is legal, valid and enforceable, that the remainder of the Note shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion or provision was not contained herein, and the rights, obligations and interests of Maker and Holder under the remainder of this Note shall continue in full force and effect.

8. Usury Laws. The provisions of this Note and of all agreements between Maker and Holder, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of this Note or otherwise, shall the amount contracted for, charged, taken, reserved, paid, or agreed to be paid to Holder for the use, forbearance, retention or detention of the money loaned under this Note and related indebtedness exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever (including, without limitation, the receipt of any late charge, Default Rate or similar amount), performance or fulfillment of any provision hereof or of any agreement between Maker and Holder shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Holder shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance owing under this Note in the inverse order of its maturity (whether or not then due) or at the option of Holder be paid over to Maker, and not to the payment of interest. All interest (including any amounts or payments judicially or otherwise under the law deemed to be interest) contracted for, charged, taken, reserved, paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of this Note, including any extensions or renewals hereof, until payment in full of the principal balance of this Note so that the interest thereof for such full period will not exceed at any time the maximum amount permitted by applicable law. Maker hereby agrees that as a condition precedent to any claim seeking usury penalties against Holder, Maker will provide written notice to Holder, advising Holder in reasonable detail of the nature and amount of the violation, and Holder shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Maker or crediting such excess interest against this Note and/or any other indebtedness then owing by Maker to Holder. This paragraph will control all agreements between Maker and Holder.

Page 2

9. Waivers by Maker. As to this Note, and any other instruments securing the indebtedness evidenced hereby, Maker and all guarantors, sureties and endorsers, severally waive all applicable exemption rights, whether under any state constitution, homestead laws or otherwise, and also severally waive diligence, valuation and appraisement, presentment for payment, protest and demand, notice of protest, demand and dishonor and diligence in collection and nonpayment of this Note, notice of intent to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note. To the extent permitted by law, Maker further waives all benefit that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or the proceeds arising from any sale of any such property, from attachment, levy, or sale under execution, or providing for any stay of execution to be issued on any judgment recovered on this Note, injunction against sale pursuant to power of sale, exemption from civil process or extension of time for payment. Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue of this Note, or any writ of execution issued thereon, may be sold upon any such writ in whole or in part in any order desired by Holder.

10. No Waiver. No delay or omission of Holder to exercise any of its rights and remedies under this Note at any time following the occurrence of a default shall constitute a waiver of the right of Holder to exercise such rights and remedies at a later time by reason of such event of default or by reason of any subsequently occurring default. This Note, or any payment hereunder, may be extended from time to time by agreement in writing between Maker and Holder without in any other way affecting the liability and obligations of Maker and endorsers hereof.

11. Successors and Assigns. The provisions of this Note shall be binding upon Maker and its legal representatives, successors and assigns and or shall inure to the benefit of any Holder and its successors and assigns.

12. Assignment. Maker may not assign this Note without the prior written consent of Holder.

13. Remedies Cumulative. The remedies of Holder as provided in this Note, and the warranties contained herein or therein shall be cumulative and concurrent, may be pursued singly, successively or together at the sole discretion of Holder, may be exercised as often as occasion for their exercise shall occur and in no event shall the failure to exercise any such right or remedy be construed as a waiver or release of such right or remedy. No remedy under this Note conferred upon or reserved to Holder is intended to be exclusive of any other remedy provided in this Note or provided by law, but each shall be cumulative and shall be in addition to every other remedy given or hereunder or now or hereafter existing at law or in equity or by statute.

14. Applicable Law. THIS NOTE, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY TENNESSEE LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES WHICH MIGHT INDICATE THE CONTRARY) AND APPLICABLE UNITED STATES FEDERAL LAW.

15. Attorneys’ Fees. If this Note is given to an attorney for collection, or if suit is brought for collection, or if it is collected through probate, bankruptcy, or other judicial proceeding, then Maker shall pay Holder all costs of collection, including reasonable attorneys’ fees and court costs, in addition to other amounts due.

16. No Oral Modification. This Note may not be modified or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, modification or discharge is sought.

17. Time. Time is of the essence with regard to the performance of the obligations of Maker in this Note and each and every term, covenant and condition herein by or applicable to Maker.

Page 3

18. Captions. The captions and headings of the paragraphs of this Note are for convenience only and are not to be used to interpret, define or limit the provisions hereof.

19. Replacement Note. Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Maker or, in the case of any such mutilation, upon surrender and cancellation of this Note, Maker will execute and deliver to Maker in lieu thereof, a replacement note dated as of the date of this Note, identical in form and substance to this Note.

THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.

IN WITNESS WHEREOF, Maker has caused this Note to be duly executed on the date first above written.

HEALTHCARE BUSINESS RESOURCES, a Delaware corporation
By:
	Stephen A. Epstein, CEO

Page 4

EX-10.17

EXHIBIT 10.17

Healthcare Business Resources, Inc. Date: June 21, 2022

CONVERSION NOTICE

RSET Investments QOZB, LLC, a Tennessee limited liability company hereby gives notice to Healthcare Business Resources, Inc, a Delaware corporation (the “Borrower”), pursuant to that certain Promissory Note made by the Borrower in favor of the Lender on May 11, 2022 (the “Note”), that the Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of the Borrower as of the date of conversion specified below. In the event of a conflict between this Conversion Notice and the Note, the Conversion Notice shall govern. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

A.	Date of conversion:	6/21/2022
B.	Conversion Amount:	$225,000 (inclusive of any unpaid interest)
C.	Conversion Shares:	450,000

Please deliver all certificated shares to the Lender via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) at the following address:

_____________________________________

_____________________________________

_____________________________________

Sincerely,
	RSET Investments QOZB, LLC:
	By:
		Stephen Epstein with Power of Attorney on behalf of Robert Epstein

XML

Cover - USD ($)	12 Months Ended
	Feb. 28, 2022	Jul. 07, 2022	Aug. 31, 2021
Cover [Abstract]
Entity Registrant Name	Healthcare Business Resources Inc.
Entity Central Index Key	0001796949
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--02-28
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Feb. 28, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		20,853,000
Entity Public Float			$ 895,500
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-56214
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	84-3639946
Entity Interactive Data Current	Yes
Icfr Auditor Attestation Flag	false
Entity Address Address Line 1	718 Thompson Lane
Entity Address Address Line 2	Suite 108-273
Entity Address City Or Town	Nashville
Entity Address State Or Province	TN
Entity Address Postal Zip Code	37204
City Area Code	615
Local Phone Number	856-5542
Security 12b Title	Common Stock, Par Value $0.001
Auditor Name	B F Borgers
Auditor Firm Id	5041
Auditor Location	Colorado

XML

Consolidated Balance Sheets - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Current Assets:
Cash and cash equivalents	$ 26,013	$ 35,055
Note receivable	139,553	0
Total current assets	165,566	35,055
Total Assets	165,566	35,055
Current Liabilities:
Accounts payable	76,754	36,486
Accrued expenses	35,181	35,181
Notes payable	175,000	0
Note payable, related party	50,000	0
Total current liabilities	336,935	71,667
Total Liabilities	336,935	71,667
Stockholders' Deficit:
Common stock, $0.001 par value, 200,000,000 shares authorized, 20,853,000 and 19,590,000 shares issued and outstanding, respectively	20,853	19,590
Additional paid-in capital	3,107,462	1,591,283
Accumulated deficit	(3,299,684)	(1,647,485)
Total Stockholders' Deficit	(171,369)	(36,612)
Total Liabilities and Stockholders' Deficit	$ 165,566	$ 35,055

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Feb. 28, 2022	Feb. 28, 2021
Consolidated Balance Sheets
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	200,000,000	200,000,000
Common stock, issued	20,853,000	19,590,000
Common stock, outstanding	20,853,000	19,590,000

XML

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Revenue:
Revenue	$ 28,942	$ 4,019
Total revenue	28,942	4,019
Operating expenses:
General and administrative	434,858	1,510,728
Professional fees	319,251	119,395
Impairment expense	907,990	0
Total operating expenses	1,662,099	1,630,123
Loss from operations	(1,633,157)	(1,626,104)
Other expense:
Interest expense	(19,042)	(1,524)
Total other expense	(19,042)	(1,524)
Net loss	$ (1,652,199)	$ (1,627,628)
Loss per share - basic and diluted	$ (0.08)	$ (0.08)
Weighted average shares outstanding - basic and diluted	20,311,058	19,590,000

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Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Feb. 29, 2020		19,590,000
Balance, amount at Feb. 29, 2020	$ 172,843	$ 19,590	$ 173,110	$ (19,857)
Stock-based compensation	1,418,173	0	1,418,173	0
Net loss	(1,627,628)	$ 0	0	(1,627,628)
Balance, shares at Feb. 28, 2021		19,590,000
Balance, amount at Feb. 28, 2021	(36,612)	$ 19,590	1,591,283	(1,647,485)
Stock-based compensation	384,786	$ 0	384,786	0
Common shares issued for cash, net, shares		186,000
Common shares issued for cash, net, amount	86,166	$ 186	85,980	0
Common shares issued for settlement of accounts payable, shares		77,000
Common shares issued for settlement of accounts payable, amount	38,500	$ 77	38,423	0
Common shares and warrants issued for license, shares		1,000,000
Common shares and warrants issued for license, amount	857,990	$ 1,000	856,990	0
Capital contributions, related party	150,000	0	150,000	0
Net loss	(1,652,199)	$ 0	0	(1,652,199)
Balance, shares at Feb. 28, 2022		20,853,000
Balance, amount at Feb. 28, 2022	$ (171,369)	$ 20,853	$ 3,107,462	$ (3,299,684)

XML

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Cash Flows from Operating Activities:
Net loss	$ (1,652,199)	$ (1,627,628)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	384,786	1,418,173
Amortization of right of use asset - operating lease	14,823	0
Impairment expense	907,990	0
Changes in operating assets and liabilities:
Interest receivable	(5,235)
Accounts payable	78,768	36,486
Accrued expenses	0	35,181
Right of use operating lease liability	(14,823)	0
Net cash used in operating activities	(280,655)	(137,788)
Cash Flows from Financing Activities:
Issuance of note receivable	(200,000)	0
Payment received from note receivable	10,447	0
Net cash used in investing activities	(189,553)	0
Cash Flows from Financing Activities:
Proceeds on notes payable	400,000	0
Payments on notes payable	(225,000)	0
Proceeds on notes payable, related party	50,000	0
Proceeds from capital contributions, related party	150,000	0
Proceeds from equity issuance, net	86,166	0
Net cash provided by financing activities	461,166	0
Net change in cash and cash equivalents	(9,042)	(137,788)
Cash and cash equivalents, at beginning of period	35,055	172,843
Cash and cash equivalents, at end of period	26,013	35,055
Supplemental disclosures of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash investing and financing activities:
Common shares issued for settlement of accounts payable	38,500	0
Common shares and warrants issued for license	857,990	0
Capitalization of ROU asset and liability - operating	$ 14,823	$ 0

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NATURE OF BUSINESS AND GOING CONCERN

12 Months Ended

Feb. 28, 2022

NATURE OF BUSINESS AND GOING CONCERN

NOTE 1. NATURE OF BUSINESS AND GOING CONCERN

NOTE 1. NATURE OF BUSINESS AND GOING CONCERN

On September 9, 2019 (commencement of operations), Healthcare Business Resources, Inc. (“we”, “our”, the “Company”), a domestic corporation was organized in Delaware to provide consulting services to healthcare organizations. These services include management consulting related to sales, marketing, business development and advisory board function. The Company’s services are designed to help clients increase revenue, improve overall efficiency and effectiveness of their operations and grow strategically.

On March 5, 2021, HBR Pointclear, LLC, a Delaware limited liability company was incorporated. HBR Pointclear, LLC was formed to enter into an Option Agreement to Purchase Business Assets with PointClear Solutions, Inc.

On June 18, 2021, we and HBR Sub, Inc., a Delaware corporation and our wholly owned subsidiary entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with UserTech U.S. LLC, a Delaware limited liability company (“UPlus”) and UPlus Health, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UPlus (“UPlus Health”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, HBR Sub, Inc. was merged with and into UPlus Health, with UPlus Health surviving the merger on the terms and subject to the conditions set forth in the Merger Agreement and certain ancillary agreements. UPlus Health is now our Company’s wholly owned subsidiary. UPlus helps companies across multiple industries with continuous innovation and market development through the implementation of its proprietary technology called the U+Method, which is a is a step-by-step product development methodology that focuses on front–loading the risky parts of product development before starting large buildouts (the “U+Method Technology”). UPlus has licensed to UPlus Health the U+Method Technology and related intellectual property for use in the health care and medical services industry (the “Medical Industry”), pursuant to a separate license agreement (the “License Agreement”).

UPlus and the Company believe that their individual capabilities and expertise could be combined to provide a unique integrated solution to clients in the Medical Industry; and UPlus’ post transaction participation in providing the anticipated integrated solution is set forth in a separate services agreement (the “Services Agreement”). The Company’s post transaction financial metrics plan for UPlus Health and the anticipated integrated solution is set forth in UPlus Health’s financial metrics plan (“Financial Metrics Plan”). UPlus Health is managed by the Company’s current management team.

The consideration for the merger consisted of our Company’s issuance to UPlus of 1,000,000 shares of our common stock and a three-year warrant to purchase 1,400,000 shares of our common stock for $0.50 per share, subject to the Special Adjustments described in the Merger Agreement, which includes UPlus’ right to unwind the merger in the event we fail to meet the Financial Metrics Plan described in the Merger Agreement. As of August 31, 2021, the total purchase price for the acquisition was determined to be $857,990, which consisted of 1,000,000 shares of common stock with a fair value of $500,000 and 1,400,000 stock warrants with a fair value of $357,990. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. During the year ended February 28, 2022, the Company recorded a $857,990 impairment related to the license due to lack of progress.

In this filing, unless context requires otherwise, references to “we,” “our,” “us” and “our Company” refer to Healthcare Business Resources Inc., a Delaware corporation, and its subsidiaries HBR Pointclear, LLC, HBR Business Development, LLC and UPlus Health, LLC.

Liquidity and Going Concern

These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain equity financings to continue operations. The Company has a history of and expects to continue to report negative cash flows from operations and a net loss. Management believes that the cash on hand is sufficient to fund its planned operations into but not beyond the near term. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern twelve months from the issuance of these consolidated financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company may seek additional funding through a combination of equity offerings, debt financings, or other third-party funding.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Feb. 28, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“US GAAP”), and, as such, include amounts based on judgments, estimates, and assumptions made by management that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company is in the development stage, which is defined as an entity devoting substantially all of its efforts to establishing a new business and for which its primary line of business has not yet begun. Following is a description of the more significant accounting policies followed by the Company:

Basis of Presentation

The basis of accounting applied is United States generally accepted accounting principles (US GAAP).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates. 

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the years ended February 28, 2022 and 2021, the Company evaluated long lived assets for impairment and recorded impairment losses of $907,990 and $0, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of February 28, 2022 and 2021.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) or (“ASC Topic 606”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The new guidance provides a five-step process for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also requires expanded qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for public companies with annual reporting periods beginning after December 31, 2017 and is to be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial adoption. Early adoption is permitted for all entities but not before the original effective date for public entities. The Company adopted ASC Topic 606 on September 9, 2019 (commencement of operations).

The Company recognizes revenue from contracts with its customers under ASC Topic 606. As sales are expected to be primarily from sales of advisory services, the Company does not expect significant post-delivery obligations. Revenue from sales of advisory services is recorded over the period earned and are recognized under ASC Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements:

· Executed contracts with the Company’s customers that it believes are legally enforceable;

· Identification of the performance obligation within the respective contract, which is the delivery of service;

· Determination of the transaction price for each performance obligation in the respective contract;

· Allocation of the transaction price to each performance obligation; and

· Recognition of revenue only when the Company satisfies each performance obligation

We charged clients a fee for our management consulting services based on time (e.g., hourly or project-based or monthly) or based on a percentage of cost savings or incremental revenue (e.g., revenue or cost savings). As of February 28, 2022, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer.

We plan to charge clients a fee for our financial incentives services primarily based on the economic benefit we facilitate from any incentive programs, when permitted by any applicable rules and guidelines. Where contingency fees are not permissible, fixed fee contracts may be used. As part of our incentive program services, we may be at risk for certain third-party accounting, legal and consulting fees until such time as we are reimbursed by our client, if ever.

Income Taxes

Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the Enactment date. A valuation allowance is established for deferred tax assets that, based on management’s evaluation, are not expected to be realized.

Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of February 28, 2022.

Fair value of Financial Instruments

The company’s financial instruments consist primarily of cash, accounts receivable and payables.  The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate.

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended February 28, 2022 and 2021, reflected in the accompanying statements of operations. As of February 28, 2022 and 2021, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 1,400,000 and 0 common shares, and options for 1,580,000 and 780,000 common shares, respectively.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

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NOTE RECEIVABLE

12 Months Ended

Feb. 28, 2022

NOTE RECEIVABLE

NOTE 3. NOTE RECEIVABLE

NOTE 3. NOTE RECEIVABLE

On March 12, 2021, the Company, through its wholly owned subsidiary HBR Pointclear, LLC, a Delaware limited liability company (“HBRP”); and PointClear Solutions, Inc., an Alabama corporation (“PointClear”) entered into an Option Agreement to Purchase Business Assets (the “Option Agreement”). The term of the Option (the “Option Term”) commenced on March 12, 2021, and automatically expires on August 1, 2022 (the “Option Termination Date”), unless duly extended, exercised, or sooner terminated as provided in the Option Agreement.

PointClear is a health care focused information technology solutions company that provides its clients technology driven solutions based upon its three core competencies; (i) Strategic planning, (ii) Digitization and Design, and (iii) Production and Implementation (the “Business”). Pursuant to the Option Agreement, PointClear granted to HBRP an exclusive non-cancelable option (the “Option”) to require PointClear to enter into an Asset Purchase Agreement (the “Asset Purchase Agreement”) under which, HBRP may (i) purchase all of PointClear’s tangible and intangible assets used in, or useful to the Business (the “Business Assets”), and (ii) the assume certain defined liabilities and contracts related to the Business. The Option provides HBRP the right, but not the obligation, to (i) enter into the Asset Purchase Agreement at any time until August 1, 2022 (the “Option Term”), and (ii), require PointClear to sell the Business Assets and perform under the Asset Purchase Agreement. 

Pursuant to the Option, HBRP shall arrange for a unsecured loan of up to $750,000 to PointClear (the “Improvement Loan”) pursuant to the Improvement Loan Agreement (the “Improvement Loan Agreement”), as consideration for obtaining rights under the Option. The loan agreement matures on the earlier of August 1, 2022, or the closing of the purchase of the Asset Purchase Agreement. PointClear is required to use the proceeds under the Improvement Loan to improve the Business and offset operating costs. If HBRP elects to exercise the Option it shall be obligated to pay to PointClear the consideration set forth in the Asset Purchase Agreement and comply with such other terms and conditions that are set forth in the Asset Purchase Agreement. The repayment of any monies lent under the Improvement Loan Agreement to PointClear will be determined based on whether or not HBRP elects to exercise the Option and enter into the Asset Purchase Agreement with Pointclear. The Option Agreement contains customary representations, warranties and covenants of PointClear and HBRP.

On March 12, 2021, our Company, through our wholly owned subsidiary HBR Pointclear, LLC, a Delaware limited liability company (“HBRP”); and PointClear Solutions, Inc., an Alabama corporation (“PointClear”) entered into an Option Agreement To Purchase Business Assets (the “Option Agreement”). The Option Agreement provided HBRP the exclusive non-cancelable right to require PointClear to enter into an Asset Purchase Agreement (“Asset Purchase Agreement”) under which, HBRP would (i) purchase all of PointClear’s tangible and intangible assets used in, or useful to the PointClear business (the “Business Assets”), and (ii) the assume certain defined liabilities and contracts of PCS related to the Business. As partial consideration for receiving its rights to purchase the Business Assets under the Option Agreement, HBRP arranged for a loan of up to $750,000 to PointClear pursuant to the Improvement Loan Agreement (the “Improvement Loan Agreement”) evidenced by and repaid in accordance with the terms of a promissory note (the “Promissory Note”). On March 16, 2021, pursuant to the Option Agreement and Improvement Loan Agreement, PointClear made its first draw under the Improvement Loan Agreement for $200,000.

On September 29, 2021, all of the above parties entered into a Separation and Settlement Agreement (“Separation and Settlement Agreement”), effective October 1, 2021, and terminated their mutual obligations under the Option Agreement and Improvement Loan Agreement. Pursuant to the Separation and Settlement Agreement, with respect to the:

1.	Option Agreement, the Option Agreement was cancelled and neither of the parties have any current or future rights or obligations under the Option Agreement.
2.	Improvement Loan Agreement, the principal owed by PointClear under the Improvement Loan Agreement was reduced to $150,000. Within 30 days of October 1, 2021, PointClear shall pay to HBRP, or its designee, $25,000 which shall reduce the principal owed under the Improvement Loan Agreement to $125,000. PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement, and its repayment shall remain subject to the Improvement Loan Agreement.
3.	Consulting and Registrant Stock Option Agreements, the Consulting Agreements by and between HBRP and related consultants were cancelled by mutual consent and no money or consideration is owed or payable to any party thereunder according to the terms of such Consulting Agreements. The related stock option agreements by and between the Company and related consultants were cancelled by mutual consent and all option shares, vested or unvested were terminated.

During the year ended February 28, 2022, the Company recorded a $50,000 note receivable impairment related to the separation and settlement agreement. As of February 28, 2022, the note receivable balance due from Pointclear is $139,553.

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NOTES PAYABLE

12 Months Ended

Feb. 28, 2022

NOTES PAYABLE

NOTE 4. NOTES PAYABLE

NOTE 4. NOTES PAYABLE

Notes Payable

On March 15, 2021, the Company issued a Promissory Note in the aggregate principal amount of $200,000 (the “Third Party Promissory Note”). The principal amount of $200,000 plus all interest under the Third Party Promissory Note will be due and payable two hundred seventy (270) days from March 15, 2021 (the “Maturity Date”). Interest on the Third Party Promissory Note will accrue at a rate of 3.0% per annum, beginning on March 15, 2021, until the principal amount and all accrued but unpaid interest shall have been paid. The Third Party Promissory Note is an unsecured debt obligation of the Company. During the year ended February 28, 2022, the Company repaid $200,000 of principal on the note. As of February 28, 2022, $8,827 of accrued interest on the note payable remained outstanding.

On June 11, 2021, the Company issued a promissory note in the aggregate principal amount of $25,000 (the “$25,000 Promissory Note”). The principal amount of $25,000 plus all interest under the $25,000 Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.5% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $25,000 Promissory Note is an unsecured debt obligation of the Company. On October 11, 2021, the Company entered into a cancellation agreement with the noteholder and refunded the total principal amount of $25,000. Pursuant to the cancellation agreement, the noteholder agreed to cancel the note and forfeit any claim on any interest on the note. As of February 28, 2022, the note payable balance was $0, with accrued interest of $0.

On August 6, 2021, the Company issued a promissory note in the aggregate principal amount of $25,000 (the “$25,000 Promissory Note”). The principal amount of $25,000 plus all interest under the $25,000 Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $25,000 Promissory Note is an unsecured debt obligation of the Company. As of February 28, 2022, the note payable balance was $25,000, with accrued interest of $1,653.

On September 21, 2021, the Company issued a promissory note in the aggregate principal amount of $150,000 (the “$150,000 Promissory Note”). The principal amount of $150,000 plus all interest under the $150,000 Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $150,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $150,000 Promissory Note is an unsecured debt obligation of the Company. As of February 28, 2022, the note payable balance was $150,000, with accrued interest of $7,890.

Notes Payable – Related Party

On June 10, 2021, the Company issued to Kenneth Hawkins, a member of the Company’s board of directors, a promissory note in the aggregate principal amount of $50,000 (the “$50,000 Promissory Note”). The principal amount of $50,000 plus all interest under the $50,000 Promissory Note will be due and payable two hundred seventy (270) days from June 10, 2021. Interest on the $50,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on June 10, 2021, until the principal amount and all accrued but unpaid interest shall have been paid. The $50,000 Promissory Note is an unsecured debt obligation of the Company. As of February 28, 2022, the note payable balance was $50,000, with accrued interest of $4,323. Subsequent to February 28, 2022, the Company extended the $50,000 Promissory Note.

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EQUITY

12 Months Ended

Feb. 28, 2022

EQUITY

NOTE 5. EQUITY

NOTE 5. EQUITY

Common stock

2022

During year ended February 28, 2022, we issued (i) 46,000 shares of the common stock to investors who are not a “U.S. Person,” as that term is defined in Rule 902(k) of Regulation S of the Securities Act for total consideration of $23,000, or $0.50 per share; and (ii) 140,000 shares of to the common stock to investors who are “accredited investors,” as that term is defined Rule 501(a) of Regulation D for total consideration of $70,000, or $0.50 per share. The Company paid transaction fees of $6,834 resulting in net proceeds of $86,166.

During the year ended February 28, 2022, the Company issued 77,000 shares of common stock with a fair value of $38,500 to settle accounts payable balance.

On June 18, 2021, the Company issued to UPlus 1,000,000 shares of common stock and a three-year warrant to purchase 1,400,000 shares of common stock for $0.50 per share related to the Merger Agreement. The common stock was valued at $0.50 per share based on recent sales of common stock for cash, which we believe to be the best estimate of fair value.

During the year ended February 28, 2022, the Company received $150,000 in equity contributions from related party.

2021

On July 27, 2020, the Company effected a 20-for-1 stock split of its common stock in the form of a stock dividend. The Company has retroactively restated its stockholders’ equity section by increasing common stock and decreasing additional paid in capital for the par value of the shares to show the impact of the 20-to-1 increase in number of shares outstanding.

Incentive Stock Options

2022

During the year February 28, 2022, the Board of Directors approved grants of 2,755,000 options to consultants. The options have an exercise price ranging from $0.50 - $0.80 and expire five-years following issuance. The total fair value of these option grants at issuance was $1,051,295. Of the newly granted options 588,750 vested at issuance and the remaining options vest over periods from five to sixty months.

During the year ended February 28, 2022, the Company recognized $384,786 of stock-based compensation related to outstanding stock options. At February 28, 2022, the Company had $191,008 of unrecognized costs related to options.

2021

On August 8, 2020, we granted non-qualified stock options to purchase up to 3,000,000 shares of our common stock at the exercise price of $0.50 per share for a ten-year term to certain of our officers, directors and consultants who are performing additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $1,417,640. Subsequent to the options vesting, the officers, directors and consultants who received these options surrendered 2,250,000 stock options in exchange for no consideration.

On November 19, 2020, the Board of Directors of the Company amended the Healthcare Business Resources, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The amendment of the 2020 Plan increased the number of shares reserved to 8,000,000 shares of common stock.

On December 31, 2020, we granted non-qualified stock options to purchase up to 10,000 shares of our common stock at the exercise price of $0.50 per share for a five-year term a consultant who are performing additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $4,003. The 10,000 shares will vest at a rate of 2,000 share per year until the option is 100% vested.

On January 31, 2021, we granted non-qualified stock options to purchase up to 25,000 shares of our common stock at the exercise price of $0.50 per share for a five-year term a consultant who are performing additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation. The total fair value of these option grants at issuance was $9,990. The 25,000 shares will vest at a rate of 1,000 share per month until the option is 100% vested.

During the year ended February 28, 2021, the Company recognized $1,418,173 of stock-based compensation related to outstanding stock options. At February 28, 2021, the Company had $13,460 of unrecognized expenses related to options.

The following table summarizes the stock option activity for the years ended February 28, 2022 and 2021:

				Weighted Average
	Number of Options			Exercise Price Per Share
Outstanding at February 28, 2020		-		$	-
Granted		3,035,000			0.50
Exercised		-			-
Forfeited and expired		(2,250,000	)		0.50
Outstanding at February 28, 2021		785,000			0.50
Granted		2,755,000			0.54
Exercised		-			-
Forfeited and expired		(1,960,000	)		0.50
Outstanding at February 28, 2022		1,580,000		$	0.57

As of February 28, 2022, there were 1,057,240 stock options exercisable. The outstanding stock options have a weighted average remaining term of 6.29 years and have no intrinsic value.

Stock Warrants

On June 18, 2021, the Company issued a three-year warrant to purchase 1,400,000 shares of common stock for $0.50 per share pursuant to the Merger Agreement. The total fair value of these warrants at issuance was $357,990. 

The following table summarizes the stock warrant activity for the year ended February 28, 2022:

			Weighted Average
	Number of Warrants		Exercise Price Per Share
Outstanding at February 28, 2021		-	$	-
Granted		1,400,000		0.50
Exercised		-		-
Forfeited and expired		-
Outstanding at February 28, 2022		1,400,000	$	0.50

As of February 28, 2022, the outstanding stock warrants have a weighted average remaining term of 2.34 years and have no intrinsic value.

The aggregate fair value of the options and warrants measured during the years ended February 28, 2022 and 2021 were calculated using the Black-Scholes option pricing model based on the following assumptions:

	2022			2021
Expected life (years)	3-5			5-10
Volatility (1)	79.33 - 108.26		%	118.89 - 120.59		%
Dividend yield		0	%		0	%
Risk free interest rate	0.47 - 1.18		%	0.36 - 0.59		%

(1) The Company used a peer group to estimate volatility 

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INCOME TAXES

12 Months Ended

Feb. 28, 2022

INCOME TAXES

NOTE 6. INCOME TAXES

NOTE 6. INCOME TAXES

The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	Year Ended			Year Ended
	February 28,2022			February 28,2021
Income tax benefit computed at the statutory rate	$	343,000		$	342,000
Non-deductible expenses		(318,000	)		(302,000	)
Change in valuation allowance		(25,000	)		(40,000	)
Provision for income taxes	$	-		$	-

Significant components of the Company’s deferred tax assets after applying enacted corporate income tax rates are as follows:

	As of			As of
	February 28, 2022			February 28, 2021
Deferred income tax assets
Net operating losses	$	67,900		$	43,900
Valuation allowance		(67,900	)		(43,900	)
Net deferred income tax assets	$	-		$	-

The Company has an operating loss carry forward of approximately $326,000.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Feb. 28, 2022

COMMITMENTS AND CONTINGENCIES

NOTE 7. COMMITMENTS AND CONTINGENCIES

NOTE 7. COMMITMENTS AND CONTINGENCIES

The Company is not aware of any other commitments or contingencies that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows. 

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RISK CONCENTRATIONS

12 Months Ended

Feb. 28, 2022

RISK CONCENTRATIONS

NOTE 8. RISK CONCENTRATIONS

NOTE 8. RISK CONCENTRATIONS

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

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LEASE

12 Months Ended

Feb. 28, 2022

LEASE

NOTE 9. LEASE

NOTE 9. LEASE

On July 1, 2021, the Company entered into a sixteen month operating lease for office space. The Company’s lease does not contain any material restrictive covenants. The Company accounted for the lease under ASU 842, Leases; however, the lease was cancelled as of December 1, 2021. As a result of the cancellation, both the right of use asset and the lease liability were removed with no gain or loss. The Company incurred lease expense of $4,805 for the year ended February 28, 2022.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Feb. 28, 2022

RELATED PARTY TRANSACTIONS

NOTE 10. RELATED PARTY TRANSACTIONS

NOTE 10. RELATED PARTY TRANSACTIONS

During the year ended February 28, 2022, the Company received $150,000 in equity contributions from two entities owned by Stephen Epstein, Chief Financial Officer of the Company, and his wife.

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SUBSEQUENT EVENTS

12 Months Ended

Feb. 28, 2022

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS 

On October 5, 2021 the Company entered into a share surrender agreement, in consideration of $10.00 and other good and valuable consideration, a stockholder surrendered 32,000 shares of Company common stock to the Company. As of the date of this filing, the shares have not been surrendered.

On May 11, 2022, the Company issued a promissory note in the aggregate principal amount of $225,000 (the “$225,000 Promissory Note”). The principal amount of $225,000 plus all interest under the $225,000 Promissory Note will be due and payable on December 31, 2023. Interest on the $225,000 Promissory Note will accrue at the greater of rate of 2.0% per annum or the long-term adjusted applicable federal rates for the current month, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid. The $225,000 Promissory Note is an unsecured debt obligation of the Company. On June 21, 2022, the Company received a conversion notice to convert the $225,000 promissory note and interest of $530 into 450,000 shares of the Company’s common stock. The Company will issue the shares upon board approval.

In May 2022, the Company repaid the $150,000 Promissory Note, the $50,000 Promissory Note and settled accrued interest of $17,310. In June 2022, the Company repaid the $25,000 Promissory Note and settled accrued interest of $2,647.

On July 1, 2022, the Company entered a secured convertible note up to $100,000. The secured convertible note matures on July 1, 2023 and bears interest at 8% per annum. The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the CEO. At the option of the holder, the note can be converted into shares of the Company’s common stock at the conversion price of $0.01 per share. As of the date of this filing, the Company has drawn $38,900 on the convertible note.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Feb. 28, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The basis of accounting applied is United States generally accepted accounting principles (US GAAP).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates. 

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the years ended February 28, 2022 and 2021, the Company evaluated long lived assets for impairment and recorded impairment losses of $907,990 and $0, respectively.

Cash and Cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of February 28, 2022 and 2021.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) or (“ASC Topic 606”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The new guidance provides a five-step process for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also requires expanded qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for public companies with annual reporting periods beginning after December 31, 2017 and is to be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial adoption. Early adoption is permitted for all entities but not before the original effective date for public entities. The Company adopted ASC Topic 606 on September 9, 2019 (commencement of operations).

The Company recognizes revenue from contracts with its customers under ASC Topic 606. As sales are expected to be primarily from sales of advisory services, the Company does not expect significant post-delivery obligations. Revenue from sales of advisory services is recorded over the period earned and are recognized under ASC Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements:

· Executed contracts with the Company’s customers that it believes are legally enforceable;

· Identification of the performance obligation within the respective contract, which is the delivery of service;

· Determination of the transaction price for each performance obligation in the respective contract;

· Allocation of the transaction price to each performance obligation; and

· Recognition of revenue only when the Company satisfies each performance obligation

We charged clients a fee for our management consulting services based on time (e.g., hourly or project-based or monthly) or based on a percentage of cost savings or incremental revenue (e.g., revenue or cost savings). As of February 28, 2022, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer.

We plan to charge clients a fee for our financial incentives services primarily based on the economic benefit we facilitate from any incentive programs, when permitted by any applicable rules and guidelines. Where contingency fees are not permissible, fixed fee contracts may be used. As part of our incentive program services, we may be at risk for certain third-party accounting, legal and consulting fees until such time as we are reimbursed by our client, if ever.

Income Taxes

Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the Enactment date. A valuation allowance is established for deferred tax assets that, based on management’s evaluation, are not expected to be realized.

Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of February 28, 2022.

Fair Value of Financial Instruments

The company’s financial instruments consist primarily of cash, accounts receivable and payables.  The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate.

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended February 28, 2022 and 2021, reflected in the accompanying statements of operations. As of February 28, 2022 and 2021, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 1,400,000 and 0 common shares, and options for 1,580,000 and 780,000 common shares, respectively.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

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EQUITY (Tables)

12 Months Ended

Feb. 28, 2022

EQUITY

Summary of Stock Option Activity

				Weighted Average
	Number of Options			Exercise Price Per Share
Outstanding at February 28, 2020		-		$	-
Granted		3,035,000			0.50
Exercised		-			-
Forfeited and expired		(2,250,000	)		0.50
Outstanding at February 28, 2021		785,000			0.50
Granted		2,755,000			0.54
Exercised		-			-
Forfeited and expired		(1,960,000	)		0.50
Outstanding at February 28, 2022		1,580,000		$	0.57

Summary of Warrant Activity

			Weighted Average
	Number of Warrants		Exercise Price Per Share
Outstanding at February 28, 2021		-	$	-
Granted		1,400,000		0.50
Exercised		-		-
Forfeited and expired		-
Outstanding at February 28, 2022		1,400,000	$	0.50

Summary of Warrants Measured

	2022			2021
Expected life (years)	3-5			5-10
Volatility (1)	79.33 - 108.26		%	118.89 - 120.59		%
Dividend yield		0	%		0	%
Risk free interest rate	0.47 - 1.18		%	0.36 - 0.59		%

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INCOME TAXES (Tables)

12 Months Ended

Feb. 28, 2022

INCOME TAXES

Summary of Income Tax Reconciliation

	Year Ended			Year Ended
	February 28,2022			February 28,2021
Income tax benefit computed at the statutory rate	$	343,000		$	342,000
Non-deductible expenses		(318,000	)		(302,000	)
Change in valuation allowance		(25,000	)		(40,000	)
Provision for income taxes	$	-		$	-

Summary of Deferred Tax Assets

	As of			As of
	February 28, 2022			February 28, 2021
Deferred income tax assets
Net operating losses	$	67,900		$	43,900
Valuation allowance		(67,900	)		(43,900	)
Net deferred income tax assets	$	-		$	-

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NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
	Oct. 05, 2021	Jun. 18, 2021	Aug. 31, 2021	Feb. 28, 2022	Feb. 28, 2021
Fair value of warrants				$ 857,990	$ 0
Issuance of common stock shares	32,000			23,000
Fair value of common stock, amount				$ 38,500	$ 0
Merger Agreement [Member]
Fair value of warrants			$ 357,990
Total Purchase price of aquisitions			$ 857,990
Common stock shares issued			1,000,000
Fair value of common stock, amount			$ 500,000
Warrants issued			1,400,000
UPlus Health [Member] | Merger Agreement [Member]
Issuance of common stock shares		1,000,000
Warrants to purchase shares of common stock		1,400,000
Common stock price per share		$ 0.50

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Impairment loss	$ 907,990	$ 0
Warrant [Member]
Potentially antidilutive effets	1,400,000	0
Stock Option [Member]
Potentially antidilutive effets	1,580,000	780,000

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NOTE RECEIVABLE (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 16, 2021	Feb. 28, 2022	Oct. 01, 2021	Mar. 12, 2021
Note receivable impairment		$ 50,000
Note receivable		139,553
Improvement Loan Agreement [Member]
Interest receivable		750,000
Due from Related Parties				$ 750,000
Description of PointClear made its first draw	pursuant to the Option Agreement and Improvement Loan Agreement, PointClear made its first draw under the Improvement Loan Agreement for $200,000.
Reduced principal owed by PointClear		$ 150,000
Pay to HBRP, or its designee			$ 25,000
Reduce principal owed			$ 125,000
Description of final acceptance		PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement, and its repayment shall remain subject to the Improvement Loan Agreement.

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NOTE PAYABLE (Details Narrative) - USD ($)						1 Months Ended
	Oct. 11, 2021	Aug. 06, 2021	Jun. 11, 2021	Jun. 10, 2021	Mar. 15, 2021	Sep. 21, 2021	Feb. 28, 2022
Debt instrument, Aggregate principal amount		$ 25,000	$ 25,000	$ 50,000		$ 150,000
Unsecured debt obligation amount		25,000	25,000	50,000		150,000
Principal amount	$ 25,000	$ 25,000	$ 25,000	$ 50,000		$ 150,000
Debt instrument descriptions		Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid.	Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.5% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid.	principal amount of $50,000 (the “$50,000 Promissory Note”). The principal amount of $50,000 plus all interest under the $50,000 Promissory Note will be due and payable two hundred seventy (270) days from June 10, 2021. Interest on the $50,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on June 10, 2021, until the principal amount and all accrued but unpaid interest shall have been paid		Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $150,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid.
Interest rate		12.00%	12.50%	12.00%
Third Party Promissory Note [Member]
Debt instrument, Aggregate principal amount					$ 200,000
Principal amount					$ 200,000
Debt instrument descriptions					Third Party Promissory Note will be due and payable two hundred seventy (270) days from March 15, 2021 (the “Maturity Date”). Interest on the Third Party Promissory Note will accrue at a rate of 3.0% per annum, beginning on March 15, 2021, until the principal amount and all accrued but unpaid interest shall have been paid
Interest rate					3.00%
Debt istrument, accrued interest					$ 8,827		$ 4,323
Notes payable, balance					$ 200,000		50,000
Promissory Note [Member]
Debt istrument, accrued interest							0
Notes payable, balance							0
Promissory Note 1 [Member]
Debt istrument, accrued interest							1,653
Notes payable, balance							25,000
Promissory Note 2 [Member]
Debt istrument, accrued interest							7,890
Notes payable, balance							$ 150,000

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EQUITY (Details) - $ / shares	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
EQUITY
Options outstanding, beginning	785,000	0
Options granted	2,755,000	3,035,000
Options exercised	0	0
Options forfeited and expired	(1,960,000)	(2,250,000)
Options outstanding, ending	1,580,000	785,000
Weighted average exercise price outstanding, beginning	$ 0.50	$ 0
Weighted average exercise price granted	0.54	0.50
Weighted average exercise price exercised	0	0
Weighted average exercise price forfeited and expired	0.50	0.50
Weighted average exercise price outstanding, ending	$ 0.57	$ 0.50

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EQUITY (Details 1) - $ / shares	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Warrants, granted	2,755,000	3,035,000
Warrants, exercised	0	0
Warrants, Forfeited and expired	1,960,000	2,250,000
Weighted average exercise price Per share, granted	$ 0.54	$ 0.50
Weighted average exercise price per share , exercised	$ 0	$ 0
Warrant [Member]
warrant outstanding, beginning	0
Warrants, granted	1,400,000
Warrants, exercised	0
Warrants, Forfeited and expired	0
warrant Outstanding, ending	1,400,000
Weighted average exercise price outstanding, beginning	$ 0
Weighted average exercise price Per share, granted	0.50
Weighted average share, ending	0.50
Weighted average exercise price per share , exercised	$ 0

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EQUITY (Details 2)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Dividend yield	0.00%	0.00%
Minimum [Member]
Expected life of warrants and options	3 years	5 years
Volatility of warrants	79.33%	118.89%
Risk free interest rate	0.47%	0.36%
Maximum [Member]
Expected life of warrants and options	5 years	10 years
Volatility of warrants	108.26%	120.59%
Risk free interest rate	1.18%	0.59%

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EQUITY (Details Narrative) - USD ($)				1 Months Ended				6 Months Ended	12 Months Ended
	Oct. 05, 2021	Nov. 09, 2020	Aug. 08, 2020	Jun. 18, 2021	Feb. 28, 2021	Jan. 31, 2021	Dec. 31, 2020	Aug. 31, 2021	Feb. 28, 2022	Feb. 28, 2021
Common shares issued to investors									46,000
Transaction fees									$ 6,834
Accredited investors,total consederation									$ 70,000
Accredited investors, common stock									140,000
Accredited investors,total consederation,pershare									$ 0.50
Proceeds from sale of common stock									$ 86,166	$ 0
Stock options exercisable									1,057,240
Weighted average remaining term									6.29
Consideration of total common stock	32,000								23,000
Equity contributions									$ 150,000
Common shares issued for settlement of accounts payable									38,500	0
Stock based compensation									$ 384,786	$ 1,418,173
Fair value of options granted									2,755,000	3,035,000
Stock Warrants [Member]
Weighted average remaining term									2.34
Purchase of warrants shares				1,400,000
Exercise price of common stock				$ 0.50
Warrants at issuance related to the Merger Agreement				$ 357,990
Merger Agreement [Member]
Common shares issued for settlement of accounts payable								$ 500,000
UPlus [Member] | Merger Agreement [Member]
Common shares issued to investors				1,000,000
Purchase of warrants shares				1,400,000
Exercise price of common stock				$ 0.50
Incentive Stock Options [Member]
Common shares issued to investors									77,000
Stock options to purchase			3,000,000			25,000	10,000
Increased shares reserve		8,000,000
Common shares vest						25,000	10,000
Share vest description						The 25,000 shares will vest at a rate of 1,000 share per month until the option is 100% vested.	The 10,000 shares will vest at a rate of 2,000 share per year until the option is 100% vested.
Common shares issued for settlement of accounts payable									$ 38,500
Stock options granted									2,755,000
Stock based compensation					$ 1,418,173				384,786
Unrecognized costs					$ 13,460				$ 191,008	$ 13,460
Exercise price, minimum			$ 0.50			$ 0.50	$ 0.50		$ 0.50
Per share									0.50
Exercise price, maximum									$ 0.80
Total fair value of options			$ 1,417,640			$ 9,990	$ 4,003		$ 1,051,295
Options surrendered			2,250,000
Fair value of options granted									588,750
Description of options period									options vest over periods from five to sixty months

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INCOME TAXES (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
INCOME TAXES
Income tax benefit computed at the statutory rate	$ 343,000	$ 342,000
Non-deductible expenses	(318,000)	(302,000)
Change in valuation allowance	(25,000)	(40,000)
Provision for income tax	$ 0	$ 0

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INCOME TAXES (Details 1) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
INCOME TAXES
Net operating loss	$ 67,900	$ 43,900
Less: valuation allowance	(67,900)	(43,900)
Net deferred income tax asset	$ 0	$ 0

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INCOME TAXES (Details Narrative)	12 Months Ended
	Feb. 28, 2022 USD ($)
INCOME TAXES
Operating loss carryforwards	$ 326,000
Fedral Income taxes rate	21.00%

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RISK CONCENTRATIONS (Details Narrative)	Feb. 28, 2022 USD ($)
RISK CONCENTRATIONS
Cash Deposit in Fdic	$ 250,000

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LEASE (Details Narrative)	12 Months Ended
	Feb. 28, 2022 USD ($)
LEASE
Desription of operating lease	the Company entered into a sixteen month operating lease for office space
Lease expense	$ 4,805

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RELATED PARTY TRANSACTIONS (Details Narrative)	Feb. 28, 2022 USD ($)
RISK CONCENTRATIONS
Equity contributions	$ 150,000

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)							1 Months Ended					12 Months Ended
	May 11, 2022	Oct. 11, 2021	Oct. 05, 2021	Aug. 06, 2021	Jun. 11, 2021	Jun. 10, 2021	Jul. 01, 2022	Jun. 30, 2022	Jun. 21, 2022	May 31, 2022	Sep. 21, 2021	Feb. 28, 2022
Buyback of common stock shares			32,000									23,000
Consideration amount of shares			$ 10.00
Debt instrument, Aggregate principal amount				$ 25,000	$ 25,000	$ 50,000					$ 150,000
Principal amount		$ 25,000		$ 25,000	$ 25,000	$ 50,000					$ 150,000
Debt instrument descriptions				Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid.	Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $25,000 Promissory Note will accrue at a rate of 12.5% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid.	principal amount of $50,000 (the “$50,000 Promissory Note”). The principal amount of $50,000 plus all interest under the $50,000 Promissory Note will be due and payable two hundred seventy (270) days from June 10, 2021. Interest on the $50,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on June 10, 2021, until the principal amount and all accrued but unpaid interest shall have been paid					Promissory Note will be due and payable two hundred seventy (270) days from the date the principal amount is received by the Company. Interest on the $150,000 Promissory Note will accrue at a rate of 12.0% per annum, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid.
Unsecured debt obligation amount				$ 25,000	$ 25,000	$ 50,000					$ 150,000
Subsequent Event [Member]
Description of conversion notice to convert promissory note and interest									the Company received a conversion notice to convert the $225,000 promissory note and interest of $530 into 450,000 shares of the Company’s common stock.
Promissory Note [Member]
Settled accrued interest												$ 0
Promissory Note [Member] | Subsequent Event [Member]
Debt instrument, Aggregate principal amount	$ 225,000
Principal amount	$ 225,000
Debt instrument descriptions	the $225,000 Promissory Note will be due and payable on December 31, 2023. Interest on the $225,000 Promissory Note will accrue at the greater of rate of 2.0% per annum or the long-term adjusted applicable federal rates for the current month, beginning on the date the principal amount is received by the Company until the principal amount and all accrued but unpaid interest shall have been paid.
Unsecured debt obligation amount	$ 225,000
Settled accrued interest								$ 2,647		$ 17,310
Repaid the Promissory Note								$ 25,000
Promissory Note 1 [Member]
Settled accrued interest												1,653
Promissory Note 1 [Member] | Subsequent Event [Member]
Repaid the Promissory Note										150,000
Promissory Note 2 [Member]
Settled accrued interest												$ 7,890
Promissory Note 2 [Member] | Subsequent Event [Member]
Repaid the Promissory Note										$ 50,000
Secured Convertible Note [Member] | Subsequent Event [Member]
Convertible note							$ 100,000
Maturity date							Jul. 01, 2023
Interest rate per annum							8.00%
Conversion price							$ 0.01
Drawn on the convertible note							$ 38,900
Secured Convertible Note [Member] | Subsequent Event [Member] | CEO [Member]
Common stock							11,000,000