10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: May 31, 2023

or

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

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)

615-856-5542

(Registrant’s telephone number, including area code)

___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

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

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 period that 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 (§232.405 of this chapter) 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, 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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 21,303,000 shares of common stock as of July 14, 2023.

Healthcare Business Resources Inc.

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets (unaudited)	3
	Consolidated Statements of Operations (unaudited)	4
	Consolidated Statements of Stockholders’ Deficit (unaudited)	5
	Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information.	18
Item 6.	Exhibits	19
SIGNATURES		20

2

Balance sheet

HEALTHCARE BUSINESS RESOURCES 

Consolidated Balance Sheets 

(Unaudited)

	May 31, 2023			February 28, 2023
Assets
Current Assets:
Cash and cash equivalents	$	22,073		$	14,192
Note receivable		98,697			106,868
Total current assets		120,770			121,060
Total Assets	$	120,770		$	121,060
Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable	$	92,217		$	91,143
Accrued expenses		5,659			3,368
Advance, related party		7,000			7,000
Senior secured convertible credit line		94,443			78,271
Total current liabilities		199,319			179,782
Total Liabilities		199,319			179,782
Commitments and contingencies
Stockholders' Deficit:
Common stock, $0.001 par value, 200,000,000 shares authorized, 21,303,000 shares issued and outstanding, respectively		21,303			21,303
Additional paid-in capital		3,397,695			3,386,255
Accumulated deficit		(3,497,547	)		(3,466,280	)
Total Stockholders' Deficit		(78,549	)		(58,722	)
Total Liabilities and Stockholders' Deficit	$	120,770		$	121,060

See accompanying notes to the unaudited consolidated financial statements.

3

HEALTHCARE BUSINESS RESOURCES 

Consolidated Statements of Operations 

For the three months ended May 31, 2023 and 2022 

(Unaudited)

	May 31, 2023			May 31, 2022
Revenue:
Revenue	$	-		$	1,884
Total revenue		-			1,884
Operating expenses:
General and administrative		12,691			18,058
Professional fees		16,149			47,354
Total operating expenses		28,840			65,412
Loss from operations		(28,840	)		(63,528	)
Other income (expense):
Gain on settlement of liabilities		-			17,310
Interest expense		(2,427	)		(6,740	)
Total other income (expense)		(2,427	)		10,570
Net loss	$	(31,267	)	$	(52,958	)
Loss per share - basic	$	(0.00	)	$	(0.00	)
Loss per share - diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic		20,853,000			20,853,000
Weighted average shares outstanding - diluted		20,853,000			20,853,000

See accompanying notes to the unaudited consolidated financial statements.

4

HEALTHCARE BUSINESS RESOURCES 

Consolidated Statements of Stockholders' Deficit 

For the three months ended May 31, 2023 and 2022 

(Unaudited) 

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit
Balance February 28, 2023		21,303,000	$	21,303	$	3,386,255	$	(3,466,280	)	$	(58,722	)
Stock-based compensation		-		-		11,440		-			11,440
Net loss		-		-		-		(31,267	)		(31,267	)
Balance May 31, 2023		21,303,000	$	21,303	$	3,397,695	$	(3,497,547	)	$	(78,549	)
Balance February 28, 2022		20,853,000	$	20,853	$	3,107,462	$	(3,299,684	)	$	(171,369	)
Stock-based compensation		-		-		16,326		-			16,326
Net loss		-		-		-		(52,958	)		(52,958	)
Balance May 31, 2022		20,853,000	$	20,853	$	3,123,788	$	(3,352,642	)	$	(208,001	)

See accompanying notes to the unaudited consolidated financial statements.

5

HEALTHCARE BUSINESS RESOURCES 

Consolidated Statements of Cash Flows 

For the three months ended May 31, 2023 and 2022 

(Unaudited) 

	May 31, 2023			May 31, 2022
Cash Flows from Operating Activities:
Net loss	$	(31,267	)	$	(52,958	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		11,440			16,326
Gain on settlement of liabilities		-			(17,310	)
Changes in operating assets and liabilities:
Accounts payable		17,246			35,066
Accrued expenses		2,291			(14,980	)
Net cash used in operating activities		(290	)		(33,856	)
Cash Flows from Investing Activities:
Payment received from note receivable		8,171			8,172
Net cash provided by investing activities		8,171			8,172
Cash Flows from Financing Activities:
Payments on notes payable		-			(150,000	)
Proceeds from notes payable, related party		-			225,000
Payments on notes payable, related party		-			(50,000	)
Net cash provided by financing activities		-			25,000
Net change in cash and cash equivalents		7,881			(684	)
Cash and cash equivalents, at beginning of period		14,192			26,013
Cash and cash equivalents, at end of period	$	22,073		$	25,329
Supplemental disclosures of cash flow information:
Cash paid for interest	$	5,135		$	5,135
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Expenses paid with senior secured convertible credit line	$	16,172		$	-

See accompanying notes to the unaudited consolidated financial statements.

6

Healthcare Business Resources, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1. NATURE OF BUSINESS AND GOING CONCERN

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

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

On June 18, 2021, we and HBR Sub, Inc., a Delaware corporation and our wholly owned subsidiary entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with UserTech U.S. LLC, a Delaware limited liability company (“UPlus”) and UPlus Health, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UPlus (“UPlus Health”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, HBR Sub, Inc. was merged with and into UPlus Health, with UPlus Health surviving the merger on the terms and subject to the conditions set forth in the Merger Agreement and certain ancillary agreements. UPlus Health is now our Company’s wholly owned subsidiary. UPlus helps companies across multiple industries with continuous innovation and market development through the implementation of its proprietary technology called the U+Method, which is a is a step-by-step product development methodology that focuses on front–loading the risky parts of product development before starting large buildouts (the “U+Method Technology”). UPlus has licensed to UPlus Health the U+Method Technology and related intellectual property for use in the health care and medical services industry (the “Medical Industry”), pursuant to the license attached to the Merger Agreement as Exhibit A (the “License Agreement”). UPlus and the Company believe that their individual capabilities and expertise could be combined to provide a unique integrated solution to clients in the Medical Industry; and UPlus’ post transaction participation in providing the anticipated integrated solution is set forth in the services agreement (the “Services Agreement”), a copy of which is set forth as Exhibit B to the Merger Agreement. The Company’s post transaction financial metrics plan for UPlus Health and the anticipated integrated solution is set forth in UPlus Health’s financial metrics plan (“Financial Metrics Plan”), a copy of which is set forth as Exhibit C to the Agreement. UPlus Health will be managed by the Company’s current management team.

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

Liquidity and Going Concern

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

7

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three months ended May 31, 2023, are not necessarily indicative of the final results that may be expected for the year ending February 28, 2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the period ended February 28, 2023, included in our Form 10-K filed with the SEC on May 30, 2023 (“Form 10-K”). Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10- K, have been omitted.

Use of Estimates

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

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of May 31, 2023, no impairment was recorded.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“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.

8

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 May 31, 2023, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer. We cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of May 31, 2023, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, that we will ever generate enough management consulting revenue to sustain our operations.

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

Basic and Diluted Loss Per Share

The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. For the three months ended May 31, 2023 and 2022, there were 1,580,000 stock options and 1,400,000 warrants which were considered for their dilutive effects but concluded to be anti-dilutive

Recent Accounting Pronouncements

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

NOTE 3. NOTE RECEIVABLE

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

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

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

9

On September 29, 2021, the Company, through HBRP and PointClear entered into a Separation and Settlement Agreement (“Separation and Settlement Agreement”), effective October 1, 2021, and terminated their mutual obligations under the Option Agreement and Improvement Loan Agreement. Pursuant to the Separation and Settlement Agreement, with respect to the: (i) Option Agreement, the Option Agreement is cancelled and none of the parties have any current or future rights or obligations under the Option Agreement; (ii) Improvement Loan Agreement, the principal owed by PointClear under the Improvement Loan Agreement is reduced to $150,000. Within 30 days of October 1, 2021, PointClear shall pay to HBRP, or its designee, $25,000 which shall reduce the principal owed under the Improvement Loan Agreement to $125,000. PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement, and its repayment shall remain subject to the Improvement Loan Agreement ; and (iii) Consulting and Company Stock Option Agreements, the Consulting Agreements by and between HBRP and Shawn Ewing, Thomas White, David Karabinos and Daren McCormick are hereby cancelled by mutual consent and no money or consideration is owed or payable to any party thereunder according to the terms of such Consulting Agreements. The Company stock option agreements by and between the Company and Shawn Ewing, Thomas White and Daren McCormick are hereby cancelled by mutual consent and any option shares, vested or unvested are hereby terminated. As of May 31, 2023 and February 28, 2023, the note receivable balance due from Pointclear was $98,697 and $106,868, respectively.

NOTE 4. SENIOR SECURED CREDIT LINE 

Senior Secured Convertible Credit Line

On July 1, 2022, the Company entered a secured convertible note up to $100,000. The secured convertible note matures on July 1, 2023 and bears interest at 8% per annum. The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the Company’s CEO. In the event of an event of default on the note, at the option of the holder, the note can be converted into shares of the Company’s common stock at the conversion price of $0.01 per share. As of May 31, 2023 and February 28, 2023, the Company has drawn $94,443 and $78,271 on the convertible note, respectively.

NOTE 5. EQUITY

Incentive Stock Options

During the three months ended May 31, 2023, the Company recognized $ 11,440 of stock-based compensation related to outstanding stock options. At May 31, 2023, the Company had $125,325 of unrecognized costs related to options.

The following table summarizes the stock option activity for the three months ended May 31, 2023:

	Number of		Weighted Average Exercise Price
	Options		Per Share
Outstanding at February 28, 2023		1,580,000	$	0.57
Granted		-		-
Exercised		-		-
Forfeited and expired		-		-
Outstanding at May 31, 2023		1,580,000	$	0.57

10

As of May 31, 2022, there were 1,232,470 stock options exercisable. The outstanding stock options have a weighted average remaining term of 5.04 years and have no intrinsic value.

Stock Warrants

The following table summarizes the stock warrant activity for the three months ended May 31, 2023:

	Number of		Weighted Average Exercise Price
	Warrants		Per Share
Outstanding at February 28, 2023		1,400,000	$	0.50
Granted		-		-
Exercised		-		-
Forfeited and expired		-
Outstanding at May 31, 2023		1,400,000	$	0.50

As of May 31, 2023, the outstanding stock warrants have a weighted average remaining term of 1.08 years and have no intrinsic value.

NOTE 6. RISK CONCENTRATIONS

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

NOTE 7. RELATED PARTY TRANSACTIONS

Advance – Related Party

During the year ended February 28, 2023 the Company received $7,000 of advances from Stephen Epstein, an Officer of the Company. The advance is unsecured, non-interest bearing and payable on demand. As of May 31, 2023 and February 28, 2023, the advances to the related party totaled $7,000.

NOTE 8. SUBSEQUENT EVENTS

On July 12, 2023, the Company amended the secured convertible note of $100,000 issued on July 1, 2022. The amended secured convertible note was increased to $150,000 and is due on January 1, 2024.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-looking Information

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. 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.

Examples of forward-looking statements include:

· the timing of the development of future products;

· projections of costs, revenue, earnings, capital structure and other financial items;

· statements of our plans and objectives;

· statements regarding the capabilities of our business operations;

· statements of expected future economic performance;

· statements regarding competition in our market; and

· assumptions underlying statements regarding us or our business.

The ultimate correctness of these forward-looking statements depends upon several known and unknown risks and events. We discuss our known material risks under “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 30, 2023. However, readers should carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission, particularly any future Annual Reports on Form 10- K, any Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by our forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

12

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.

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.

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.

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.

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-Q, we have no customers enrolled in our financial incentive program services. 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. 

13

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:

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

14

As of May31, 2023, we generated no revenue from technology consulting and engineering services and we are unable to determine how long, if ever, it would take to continue to attract paying clients. We cannot assure you that we will ever generate enough revenue to sustain our operations.

Strategy

The key elements of our business model is as follows:

1.	Attract highly qualified advisors and consultants. We believe performance-based compensation, including stock option plan participation, attracts top talent. Presently, we primarily engage independent advisors and consultants to minimize our fixed operating expenses. To date, 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. 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 business plan by promoting awareness of our services through public relations efforts, social media outreach, Internet marketing and business development partnerships. Attracting healthcare and other organizations who are primarily interested in growing their business through sales, marketing and business development is a key aspect of our business model.
3.	Pursue strategic acquisitions. Evaluating select acquisitions of complementary businesses as another means to broaden the scope of our capabilities and our client base is also important to our business model. For example, 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 would support our business model. Strategic acquisitions could scale our revenue with less business risk. We do not have any agreements to acquire any business at this time, and 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.

Results of Operations for the three months ended May 31, 2023 compared to three months May 31, 2022

Revenues: We generated $0 of revenues for the three months ended May 31, 2023 compared to $1,884 for the three months ended May 31, 2022. Our revenues came from management consulting services performed for customers. The decrease in revenue was attributable to the Company’s inability to obtain new customers.

Operating Expenses: Operating expenses decreased to $28,840 for the three months ended May 31, 2022 compared to $65,412 for the three months ended May 31, 2022. The changes in operating expenses were mainly attributed to the decreases in professional fees of $31,205 and other general and administrative expenses of $5,367.

15

Other Income (Expense): Other expense was $2,427 for the three months ended May 31, 2023 compared to other income of $10,570 for 2022 The change was attributable to the gain on settlement of accrued interest notes payable of $17,310 in prior year.

Liquidity and Capital Resources

On May 31, 2023, we had cash of $22,073 and we had a working capital deficit of $78,549.

Senior Secured Convertible Credit Line

On July 1, 2022, the Company entered a secured convertible note up to $100,000. The secured convertible note matures on July 1, 2023 and bears interest at 8% per annum. The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the Company’s CEO. As of May 31, 2023, the Company has drawn $94,443 on the convertible note. On July 12, 2023, the Company amended the secured convertible note of $100,000 issued on July 1, 2022. The amended secured convertible note was increased to $150,000 and is due on January 1, 2024.

In the future, we may raise additional capital through the issuance of additional shares of common stock or preferred stock, or through the issuance of additional debt 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 implementing our business strategies 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 $290 and $33,856 for the three months ended May 31, 2023 and 2022, respectively, and mainly included stock based compensation, professional fees to our consultants, attorneys, and accountants.

Cash provided by investing activities

Net cash provided by investing activities was $8,171 and $8,172 for the three months ended May 31, 2023 and 2022, respectively, which was related to payments on note receivable balance.

Cash provided by financing activities

Net cash provided by financing activities was $0 for the three months ended May 31, 2023. Net cash provided by financing activities was $25,000 for the three months ended May 31, 2022, which was related to proceeds from notes payable, related party and payments on notes payable and notes payable, related party. 

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements, including the notes thereto. We consider critical accounting policies to be those that require more significant judgments and estimates in the preparation of our financial statements, including the following: long lived assets; intangible assets valuations; and income tax valuations. Management relies on historical experience and other assumptions believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates.

16

Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change.

Off-Balance Sheet Arrangements

As of May 31, 2023, we do not have any off-balance sheet arrangements 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

There have been no material changes outside the ordinary course of business in our contractual commitments during the three months ended May 31, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. 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 the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report on Form 10-Q. Based on this evaluation, our principal executive officer/principal financial officer concluded that as a result of the material weakness in our internal control over financial reporting discussed below, our disclosure controls and procedures were not effective at ensuring that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure.

The matters involving internal controls and procedures that our management considered to be material weaknesses in our internal control over financial reporting as of May 31, 2023 include the following:

· 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.

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.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended May 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

17

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Not Applicable.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Not Applicable.

18

ITEM 6. EXHIBITS.

EXHIBIT INDEX

SEC Reference Number	Title of Document
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	Promissory Note -July 1, 2022	Incorporated by reference to Company’s Form 8-K filed on 07/6/2022
4.2	Amendment to Promissory Note – July 12, 2023	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 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 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 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
32.2	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 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 Quarterly Report on Form 10-Q
104	Cover Page Interactive Data File

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on July 14, 2023.

Healthcare Business Resources Inc.
Registrant
By:	/s/ Stephen Epstein
	Stephen Epstein,
	Chief Executive Officer and Chief Financial Officer

20

EX-4.2

EXHIBIT 4.2 

Amendment to Secured Convertible Promissory Note

THIS AGREEMENT (the “Agreement”) is made and entered into on July 12, 2023, by and among Healthcare Business Resources Inc. (the “Company”); Stephen Epstein, an individual (“Stephen”); and Joel Arberman, an individual (“Joel”).

1.	This Agreement amends that certain Secured Convertible Promissory Note executed on July 1, 2022, as amended (the “Note”) executed by the Company and with respect to certain provisions, by Stephen, and acknowledged by Joel.
2.	Capitalized terms herein have the same meaning as used in the Note, unless otherwise noted.
3.	Effective June 30, 2023:

a)	the Maturity Date is changed to January 1, 2024;
b)	the principal amount of the Credit Line is One Hundred and Fifty Thousand Dollars ($150,000.00).

4.   All other provisions of the Note and the Pledge And Security Agreement dated July 1, 2022 (the “Pledge Agreement”) made by Stephen in favor of Joel in connection with the Note remain in full force and effect, other than any provision that conflicts with the terms and spirit of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

HEALTHCARE BUSINESS RESOURCES, INC.
By:
	Stephen Epstein,
	Chief Executive Officer
Stephen Epstein, individually
Joel Arberman, individually

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Stephen Epstein, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q 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(s) 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 (the 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(s) 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 the 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 14, 2023

/s/ Stephen Epstein Stephen Epstein

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Stephen Epstein, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q 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(s) 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 (the 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(s) 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 the 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 14, 2023

/s/ Stephen Epstein

Stephen Epstein

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Epstein, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Healthcare Business Resources Inc. on Form 10-Q for the quarterly period ended May 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Healthcare Business Resources Inc.

/s/ Stephen Epstein

Stephen Epstein

Chief Executive Officer

(Principal Executive Officer)

 Date: July 14, 2023

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Epstein, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Healthcare Business Resources Inc. on Form 10-Q for the quarterly period ended May 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Healthcare Business Resources Inc.

/s/ Stephen Epstein

Stephen Epstein

Chief Financial Officer

(Principal Financial and Accounting Officer)

 Date: July 14, 2023

XML

Cover - shares	3 Months Ended
	May 31, 2023	Jul. 13, 2023
Cover [Abstract]
Entity Registrant Name	Healthcare Business Resources Inc.
Entity Central Index Key	0001796949
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	May 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		21,303,000
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56214
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	84-3639946
Entity Interactive Data Current	Yes
Entity Address Address Line 1	718 Thompson Lane
Entity Address Address Line 2	Suite 108-273
Entity Address City Or Town	Nashville
Entity Address State Or Province	TN
Entity Address Postal Zip Code	37204
City Area Code	615
Local Phone Number	856-5542

XML

Consolidated Balance Sheets - USD ($)	May 31, 2023	Feb. 28, 2023
Current Assets:
Cash and cash equivalents	$ 22,073	$ 14,192
Note receivable	98,697	106,868
Total current assets	120,770	121,060
Total Assets	120,770	121,060
Current Liabilities:
Accounts payable	92,217	91,143
Accrued expenses	5,659	3,368
Advance, related party	7,000	7,000
Senior secured convertible credit line	94,443	78,271
Total current liabilities	199,319	179,782
Total Liabilities	199,319	179,782
Stockholders' Deficit:
Common stock, $0.001 par value, 200,000,000 shares authorized, 21,303,000 shares issued and outstanding, respectively	21,303	21,303
Additional paid-in capital	3,397,695	3,386,255
Accumulated deficit	(3,497,547)	(3,466,280)
Total Stockholders' Deficit	(78,549)	(58,722)
Total Liabilities and Stockholders' Deficit	$ 120,770	$ 121,060

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2023	Feb. 28, 2022
Consolidated Balance Sheets
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	200,000,000	200,000,000
Common stock, issued	21,303,000	21,303,000
Common stock, outstanding	21,303,000	21,303,000

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	May 31, 2023	May 31, 2022
Revenue:
Revenue	$ 0	$ 1,884
Total revenue	0	1,884
Operating expenses:
General and administrative	12,691	18,058
Professional fees	16,149	47,354
Total operating expenses	28,840	65,412
Loss from operations	(28,840)	(63,528)
Other income (expense):
Gain on settlement of liabilities	0	17,310
Interest expense	(2,427)	(6,740)
Total other income (expense)	(2,427)	10,570
Net loss	$ (31,267)	$ (52,958)
Loss per share - basic	$ (0.00)	$ (0.00)
Loss per share - diluted	$ (0.00)	$ (0.00)
Weighted average shares outstanding - basic	20,853,000	20,853,000
Weighted average shares outstanding - diluted	20,853,000	20,853,000

XML

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Feb. 28, 2022		20,853,000
Balance, amount at Feb. 28, 2022	$ (171,369)	$ 20,853	$ 3,107,462	$ (3,299,684)
Stock-based compensation	16,326	0	16,326	0
Net loss	(52,958)	$ 0	0	(52,958)
Balance, shares at May. 31, 2022		20,853,000
Balance, amount at May. 31, 2022	(208,001)	$ 20,853	3,123,788	(3,352,642)
Balance, shares at Feb. 28, 2023		21,303,000
Balance, amount at Feb. 28, 2023	(58,722)	$ 21,303	3,386,255	(3,466,280)
Stock-based compensation	11,440	0	11,440	0
Net loss	(31,267)	$ 0	0	(31,267)
Balance, shares at May. 31, 2023		21,303,000
Balance, amount at May. 31, 2023	$ (78,549)	$ 21,303	$ 3,397,695	$ (3,497,547)

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	May 31, 2023	May 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (31,267)	$ (52,958)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	11,440	16,326
Gain on settlement of liabilities	0	(17,310)
Changes in operating assets and liabilities:
Accounts payable	17,246	35,066
Accrued expenses	2,291	(14,980)
Net cash used in operating activities	(290)	(33,856)
Cash Flows from Investing Activities:
Payment received from note receivable	8,171	8,172
Net cash provided by investing activities	8,171	8,172
Cash Flows from Financing Activities:
Payments on notes payable	0	(150,000)
Proceeds from notes payable, related party	0	225,000
Payments on notes payable, related party	0	(50,000)
Net cash provided by financing activities	0	25,000
Net change in cash and cash equivalents	7,881	(684)
Cash and cash equivalents, at beginning of period	14,192	26,013
Cash and cash equivalents, at end of period	22,073	25,329
Supplemental disclosures of cash flow information:
Cash paid for interest	5,135	5,135
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash investing and financing activities:
Expenses paid with senior secured convertible credit line	$ 16,172	$ 0

XML

NATURE OF BUSINESS AND GOING CONCERN

3 Months Ended

May 31, 2023

NATURE OF BUSINESS AND GOING CONCERN

NATURE OF BUSINESS AND GOING CONCERN

NOTE 1. NATURE OF BUSINESS AND GOING CONCERN

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

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

On June 18, 2021, we and HBR Sub, Inc., a Delaware corporation and our wholly owned subsidiary entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with UserTech U.S. LLC, a Delaware limited liability company (“UPlus”) and UPlus Health, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UPlus (“UPlus Health”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, HBR Sub, Inc. was merged with and into UPlus Health, with UPlus Health surviving the merger on the terms and subject to the conditions set forth in the Merger Agreement and certain ancillary agreements. UPlus Health is now our Company’s wholly owned subsidiary. UPlus helps companies across multiple industries with continuous innovation and market development through the implementation of its proprietary technology called the U+Method, which is a is a step-by-step product development methodology that focuses on front–loading the risky parts of product development before starting large buildouts (the “U+Method Technology”). UPlus has licensed to UPlus Health the U+Method Technology and related intellectual property for use in the health care and medical services industry (the “Medical Industry”), pursuant to the license attached to the Merger Agreement as Exhibit A (the “License Agreement”). UPlus and the Company believe that their individual capabilities and expertise could be combined to provide a unique integrated solution to clients in the Medical Industry; and UPlus’ post transaction participation in providing the anticipated integrated solution is set forth in the services agreement (the “Services Agreement”), a copy of which is set forth as Exhibit B to the Merger Agreement. The Company’s post transaction financial metrics plan for UPlus Health and the anticipated integrated solution is set forth in UPlus Health’s financial metrics plan (“Financial Metrics Plan”), a copy of which is set forth as Exhibit C to the Agreement. UPlus Health will be managed by the Company’s current management team.

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

Liquidity and Going Concern

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

May 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three months ended May 31, 2023, are not necessarily indicative of the final results that may be expected for the year ending February 28, 2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the period ended February 28, 2023, included in our Form 10-K filed with the SEC on May 30, 2023 (“Form 10-K”). Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10- K, have been omitted.

Use of Estimates

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

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of May 31, 2023, no impairment was recorded.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“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 May 31, 2023, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer. We cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of May 31, 2023, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, that we will ever generate enough management consulting revenue to sustain our operations.

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

Basic and Diluted Loss Per Share

The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. For the three months ended May 31, 2023 and 2022, there were 1,580,000 stock options and 1,400,000 warrants which were considered for their dilutive effects but concluded to be anti-dilutive

Recent Accounting Pronouncements

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

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NOTE RECEIVABLE

3 Months Ended

May 31, 2023

NOTE RECEIVABLE

NOTE RECEIVABLE

NOTE 3. NOTE RECEIVABLE

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

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

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

On September 29, 2021, the Company, through HBRP and PointClear entered into a Separation and Settlement Agreement (“Separation and Settlement Agreement”), effective October 1, 2021, and terminated their mutual obligations under the Option Agreement and Improvement Loan Agreement. Pursuant to the Separation and Settlement Agreement, with respect to the: (i) Option Agreement, the Option Agreement is cancelled and none of the parties have any current or future rights or obligations under the Option Agreement; (ii) Improvement Loan Agreement, the principal owed by PointClear under the Improvement Loan Agreement is reduced to $150,000. Within 30 days of October 1, 2021, PointClear shall pay to HBRP, or its designee, $25,000 which shall reduce the principal owed under the Improvement Loan Agreement to $125,000. PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement, and its repayment shall remain subject to the Improvement Loan Agreement ; and (iii) Consulting and Company Stock Option Agreements, the Consulting Agreements by and between HBRP and Shawn Ewing, Thomas White, David Karabinos and Daren McCormick are hereby cancelled by mutual consent and no money or consideration is owed or payable to any party thereunder according to the terms of such Consulting Agreements. The Company stock option agreements by and between the Company and Shawn Ewing, Thomas White and Daren McCormick are hereby cancelled by mutual consent and any option shares, vested or unvested are hereby terminated. As of May 31, 2023 and February 28, 2023, the note receivable balance due from Pointclear was $98,697 and $106,868, respectively.

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SENIOR SECURED CREDIT LINE

3 Months Ended

May 31, 2023

SENIOR SECURED CREDIT LINE

SENIOR SECURED CREDIT LINE

NOTE 4. SENIOR SECURED CREDIT LINE 

Senior Secured Convertible Credit Line

On July 1, 2022, the Company entered a secured convertible note up to $100,000. The secured convertible note matures on July 1, 2023 and bears interest at 8% per annum. The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the Company’s CEO. In the event of an event of default on the note, at the option of the holder, the note can be converted into shares of the Company’s common stock at the conversion price of $0.01 per share. As of May 31, 2023 and February 28, 2023, the Company has drawn $94,443 and $78,271 on the convertible note, respectively.

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EQUITY

3 Months Ended

May 31, 2023

EQUITY

EQUITY

NOTE 5. EQUITY

Incentive Stock Options

During the three months ended May 31, 2023, the Company recognized $ 11,440 of stock-based compensation related to outstanding stock options. At May 31, 2023, the Company had $125,325 of unrecognized costs related to options.

The following table summarizes the stock option activity for the three months ended May 31, 2023:

	Number of		Weighted Average Exercise Price
	Options		Per Share
Outstanding at February 28, 2023		1,580,000	$	0.57
Granted		-		-
Exercised		-		-
Forfeited and expired		-		-
Outstanding at May 31, 2023		1,580,000	$	0.57

As of May 31, 2022, there were 1,232,470 stock options exercisable. The outstanding stock options have a weighted average remaining term of 5.04 years and have no intrinsic value.

Stock Warrants

The following table summarizes the stock warrant activity for the three months ended May 31, 2023:

	Number of		Weighted Average Exercise Price
	Warrants		Per Share
Outstanding at February 28, 2023		1,400,000	$	0.50
Granted		-		-
Exercised		-		-
Forfeited and expired		-
Outstanding at May 31, 2023		1,400,000	$	0.50

As of May 31, 2023, the outstanding stock warrants have a weighted average remaining term of 1.08 years and have no intrinsic value.

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RISK CONCENTRATIONS

3 Months Ended

May 31, 2023

RISK CONCENTRATIONS

RISK CONCENTRATIONS

NOTE 6. RISK CONCENTRATIONS

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

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RELATED PARTY TRANSACTIONS

3 Months Ended

May 31, 2023

RISK CONCENTRATIONS

RELATED PARTY TRANSACTIONS

NOTE 7. RELATED PARTY TRANSACTIONS

Advance – Related Party

During the year ended February 28, 2023 the Company received $7,000 of advances from Stephen Epstein, an Officer of the Company. The advance is unsecured, non-interest bearing and payable on demand. As of May 31, 2023 and February 28, 2023, the advances to the related party totaled $7,000.

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SUBSEQUENT EVENTS

3 Months Ended

May 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 8. SUBSEQUENT EVENTS

On July 12, 2023, the Company amended the secured convertible note of $100,000 issued on July 1, 2022. The amended secured convertible note was increased to $150,000 and is due on January 1, 2024.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Policies)

3 Months Ended

May 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three months ended May 31, 2023, are not necessarily indicative of the final results that may be expected for the year ending February 28, 2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the period ended February 28, 2023, included in our Form 10-K filed with the SEC on May 30, 2023 (“Form 10-K”). Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10- K, have been omitted.

Use of Estimates

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

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of May 31, 2023, no impairment was recorded.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“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 May 31, 2023, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer. We cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of May 31, 2023, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, that we will ever generate enough management consulting revenue to sustain our operations.

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

Basic and Diluted Loss Per Share

The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. For the three months ended May 31, 2023 and 2022, there were 1,580,000 stock options and 1,400,000 warrants which were considered for their dilutive effects but concluded to be anti-dilutive

Recent Accounting Pronouncements

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

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EQUITY (Tables)

3 Months Ended

May 31, 2023

EQUITY

Schedule of Stock Option activity

	Number of		Weighted Average Exercise Price
	Options		Per Share
Outstanding at February 28, 2023		1,580,000	$	0.57
Granted		-		-
Exercised		-		-
Forfeited and expired		-		-
Outstanding at May 31, 2023		1,580,000	$	0.57

Schedule of Stock Warrant Activity

	Number of		Weighted Average Exercise Price
	Warrants		Per Share
Outstanding at February 28, 2023		1,400,000	$	0.50
Granted		-		-
Exercised		-		-
Forfeited and expired		-
Outstanding at May 31, 2023		1,400,000	$	0.50

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	3 Months Ended
	May 31, 2023	May 31, 2022
Warrant [Member]
Potentially antidilutive effets	1,400,000	1,400,000
Stock Option [Member]
Potentially antidilutive effets	1,580,000	1,580,000

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NOTE RECEIVABLE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Oct. 01, 2021	May 31, 2023	Feb. 28, 2023	Mar. 12, 2021
Note receivable		$ 98,697	$ 106,868
Improvement Loan Agreement [Member]
Due from Related Parties				$ 750,000
Reduced principal owed by PointClear	$ 125,000
Pay to HBRP, or its designee	25,000
Description of final acceptance		PointClear shall pay to HBRP, or its designee, $25,000 upon receipt from CHC of the amount owed following “Final Acceptance” testing. Any balance remaining under the Improvement Loan Agreement is hereby converted to a 60-month term loan pursuant to Section 2.05 of the Improvement Loan Agreement,
Loan agreement reduced	$ 150,000

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SENIOR SECURED CREDIT LINE (Details Narrative) - USD ($)	Jul. 02, 2022	May 31, 2023	Feb. 28, 2023
SENIOR SECURED CREDIT LINE
Debt instrument descriptions	The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the Company’s CEO. In the event of an event of default on the note, at the option of the holder, the note can be converted into shares of the Company’s common stock at the conversion price of $0.01 per share.
Convertible notes payble	$ 100,000	$ 94,443	$ 78,271

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EQUITY (Details)	3 Months Ended
	May 31, 2023 $ / shares shares
EQUITY
Options outstanding, beginning | shares	1,580,000
Options outstanding, ending | shares	1,580,000
Weighted average exercise price outstanding, beginning	$ 0.57
Weighted average exercise price outstanding, ending	0.57
Weighted average exercise price granted	0
Weighted average exercise price exercised	0
Weighted average exercise price forfeited and expired	$ 0

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EQUITY (Details 1)	3 Months Ended
	May 31, 2023 $ / shares shares
Weighted average exercise price Per share, granted	$ 0
Weighted average exercise price per share , exercised	$ 0
Warrant [Member]
Warrant outstanding, beginning | shares	1,400,000
warrant Outstanding, ending | shares	1,400,000
Weighted average exercise price outstanding, beginning	$ 0.50
Weighted average exercise price Per share, granted	0
Weighted average exercise price per share , exercised	0
Weighted average exercise price outstanding, ending	$ 0.50

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EQUITY (Details Narrative)	3 Months Ended
	May 31, 2023 USD ($) shares
Buyback of common stock shares	11,440
Stock options exercisable	1,232,470
Weighted average remaining term	5 years 14 days
Incentive Stock Options [Member]
Unrecognized costs | $	$ 125,325
Stock Warrants [Member]
Weighted average remaining term	1 year 29 days

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

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	May 31, 2023	Feb. 28, 2023
RISK CONCENTRATIONS
Advances from related party	$ 7,000
Advances to the related party	$ 7,000	$ 7,000

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	Jul. 12, 2023 USD ($)
Secured convertible note issue date	Jul. 01, 2022
Secured convertible note	$ 100,000
Secured convertible note due date	Jan. 01, 2024
Increased in secured convertible note	$ 150,000