Cover
Cover - shares | 6 Months Ended | |
Aug. 31, 2020 | Oct. 15, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --02-28 | |
Entity File Number | 000-56214 | |
Entity Registrant Name | Healthcare Business Resources, Inc. | |
Entity Central Index Key | 0001796949 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,590,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Aug. 31, 2020 | Feb. 29, 2020 |
Current Assets | ||
Cash | $ 77,380 | $ 172,843 |
Total current assets | 77,380 | 172,843 |
Total assets | 77,380 | 172,843 |
Current Liabilities | ||
Accounts payable | 826 | 0 |
Total current liabilities | 826 | 0 |
Total liabilities | 826 | 0 |
Commitments and contingencies (See Note 5) | ||
Stockholders' Equity | ||
Common stock; $0.001 par value; 200,000,000 shares authorized, 19,590,000 shares issued and outstanding | 19,590 | 19,590 |
Additional paid in capital | 1,590,750 | 173,110 |
Accumulated deficit | (1,533,786) | (19,857) |
Total stockholders' equity | 76,554 | 172,843 |
Total liabilities and stockholders' equity | $ 77,380 | $ 172,843 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Aug. 31, 2020 | Feb. 29, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 19,590,000 | 19,590,000 |
Common stock, outstanding | 19,590,000 | 19,590,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Aug. 31, 2020 | Aug. 31, 2020 | |
Revenues | ||
Revenue | $ 2,009 | $ 2,009 |
Operating Expenses | ||
Advertising and marketing | 25,896 | 37,896 |
Professional fees | 25,200 | 57,431 |
Share based compensation | 1,417,640 | 1,417,640 |
Other expenses | 2,910 | 2,971 |
Total operating expenses | 1,471,646 | 1,515,938 |
Loss from operations | (1,469,637) | (1,513,929) |
Net loss before income taxes | (1,469,637) | (1,513,929) |
Income tax provision | 0 | 0 |
Net loss after income taxes | $ (1,469,637) | $ (1,513,929) |
Net loss per common share - basic and fully diluted | $ (0.08) | $ (0.08) |
Weighted average common shares outstanding - basic and diluted | 19,590,000 | 19,590,000 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance, shares at Feb. 29, 2020 | 19,590,000 | |||
Beginning balance, amount at Feb. 29, 2020 | $ 19,590 | $ 173,110 | $ (19,857) | $ 172,843 |
Net loss | (44,292) | (44,292) | ||
Ending balance, shares at May. 31, 2020 | 19,590,000 | |||
Ending balance, amount at May. 31, 2020 | $ 19,590 | 173,110 | (64,149) | 128,551 |
Beginning balance, shares at Feb. 29, 2020 | 19,590,000 | |||
Beginning balance, amount at Feb. 29, 2020 | $ 19,590 | 173,110 | (19,857) | 172,843 |
Net loss | (1,513,929) | |||
Ending balance, shares at Aug. 31, 2020 | 19,590,000 | |||
Ending balance, amount at Aug. 31, 2020 | $ 19,590 | 1,590,750 | (1,533,786) | 76,554 |
Beginning balance, shares at May. 31, 2020 | 19,590,000 | |||
Beginning balance, amount at May. 31, 2020 | $ 19,590 | 173,110 | (64,149) | 128,551 |
Stock options issued for service | 1,417,640 | 1,417,640 | ||
Net loss | (1,469,637) | (1,469,637) | ||
Ending balance, shares at Aug. 31, 2020 | 19,590,000 | |||
Ending balance, amount at Aug. 31, 2020 | $ 19,590 | $ 1,590,750 | $ (1,533,786) | $ 76,554 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Aug. 31, 2020USD ($) | |
Cash Flows from Operating Activities | |
Net loss | $ (1,513,929) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Stock based compensation | 1,417,640 |
Changes in operating assets and liabilities: | |
Accounts payable | 826 |
Net cash used in operating activities | (95,463) |
Cash flows from investing activities | 0 |
Cash flows from financing activities | 0 |
Net change in cash | (95,463) |
Cash, at beginning of period | 172,843 |
Cash, at end of period | 77,380 |
Supplemental Cash Flow Information: | |
Interest paid | 0 |
Income taxes paid | $ 0 |
1. NATURE OF BUSINESS
1. NATURE OF BUSINESS | 6 Months Ended |
Aug. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | On September 9, 2019 (commencement of operations), Healthcare Business Resources Inc. (the “Company”), a domestic corporation was organized in Delaware to provide consulting services. These services 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 March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (“COVID-19”) as a pandemic, which continues to spread throughout the U.S. COVID-19 is having an unprecedented impact on the U.S economy as federal, state, and local governments react to this public health crisis. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended August 31, 2020, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein is adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the period ended February 29, 2020. The Company had no activity from March 1, 2019 to August 31, 2019. Accordingly, the condensed statements of operations, statement of changes in stockholders’ equity and condensed statement of cash flows for the comparative period of March 1, 2019 through August 31, 2019 are not presented. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America, and, as such, include amounts based on judgments, estimates, and assumptions made by management that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company is in the development stage, which is defined as an entity devoting substantially all of its efforts to establishing a new business and for which its primary line of business has not yet began. The following is a description of the more significant accounting policies followed by the Company: 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. Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of August 31, 2020. Revenue Recognition In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company plans to recognize 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 As of August 31, 2020, we have acquired one customer who has contracted with us to assess, evaluate and implement our financial incentive program services. Specifically, we contracted with a software company that delivers structured reporting and coding solutions to healthcare facilities ranging from small practices to large hospital systems. The client is owned by a non-affiliate Selling Stockholder. We contracted to provide financial incentive services, including assistance to identify potential grants, incentives, refunds, tax credits and future savings/and or programs that might be available as well as to make recommendations to optimize growth and profitability. Under the terms of the agreement, we and our third-party consultants will pursue any economic benefits identified on behalf of our client by performing additional services, including but not limited to further review of financial and tax information, tax planning, program application, accounting work and preparation and filing of tax returns and/or amendments and work with the client to optimize process improvement and documentation. Under the terms of our agreement, our fees are 5% of the economic benefit obtained as a result of our services, are earned upon performing of the services, but we have agreed to accept payment for services rendered to within 10 days of our client receiving any financial incentives from the United States Treasury or other Government organization. While we estimate the value of our fee for this engagement to be approximately $7,500, there is no assurance we will be successful at providing the services or that the client will receive the estimated economic benefit. We plan to charge clients a fee for our management consulting services based on time (e.g. hourly or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of August 31, 2020, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer. We cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of August 31, 2020, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, it will take to generate any management consulting services revenue. We cannot assure you 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. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used . Expenses Expenses include sales and marketing costs, payroll and related benefit costs, insurance expenses, legal and professional fees and administrative overhead. Expenses are recognized when incurred. Income Taxes Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the Enactment date. A valuation allowance is established for deferred tax assets that, based on management ’ Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of August 31, 2020. Net 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 earnings per share is calculated by dividing the Company’s net income available to common stockholders by the diluted weighted average number of shares outstanding during the year. Diluted net loss per share is the same as basic net loss per share for periods where the Company reported a net loss because including the 3,000,000 dilutive securities would be anti-dilutive. Fair value of Financial Instruments The Company’s financial instruments consist primarily of cash and accounts payables. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate. Other Recently Issued Accounting Guidance During the period from September 9, 2019 through August 31, 2020, the FASB issued certain other accounting standard updates that were not relevant to the Company’s operations. Covid – 19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 Outbreak continues to evolve as of this date. As such, we cannot estimate the full magnitude that the pandemic will have on our business. If the COVID-19 Outbreak continues, it may have a material adverse effect on the Company’s financial condition, liquidity, and future results of operations for the Company’s fiscal year ending February 29, 2021 and beyond. Management is actively monitoring the impact of the global pandemic on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 Outbreak and the global responses to curb its spread, the we are not able to estimate the effects of the COVID-19 Outbreak on its results of operations, financial condition, or liquidity for the Company’s fiscal year ending February 29, 2021. The impacts of the current COVID-19 pandemic are broad reaching and the impacts on the Company’s sales of advisory services is to date unknown. Due to the COVID-19 outbreak, there is significant uncertainty surrounding the potential impact on the Company’s future results of operations and cash flows and its ability to raise capital. Continued impacts of the pandemic could materially adversely affect the Company’s near-term and long-term revenues, earnings, liquidity, and cash flows as the Company’s customers may request temporary relief, delay or not make scheduled payments on their payment commitments. The Company is actively working with its operators to proactively manage the impact of the pandemic on its business and the business of the operators. |
3. EQUITY
3. EQUITY | 6 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
EQUITY | Stock Split On July 27, 2020, the Company effected a 20-for-1 stock split Incentive Stock Options On August 8, 2020, we granted non-qualified stock options to purchase up to 3,000,000 shares of our common stock at the exercise price of $.50 per share for a ten-year term to certain of our officers, directors and consultants who are performing additional unanticipated work involved with executing the Company’s business plan and who are not being paid cash compensation. The table below summarizes information related to options issued and vested during the three and six months ended August 31, 2020: Options Granted # of Options Weighted Avg. Exercise price Weighted Avg. Grant date fair value Weighted Avg remaining life (in years) Outstanding at March 1, 2020 Granted 3,000,000 $ 0.50 $ 1,417,640 10 Exercised Forfeited and expired Outstanding at August 31, 2020 3,000,000 $ 0.50 $ 1,417,640 10 Vested at August 31, 2020 3,000,000 $ 0.50 $ 1,417,640 10 During the six months ended August 31, 2020, the fair value of the options granted was $1,417,640 of which all had vested. The fair value of the options was determined using the Black-Scholes option pricing model with the following assumptions: Expected life 10 years Volatility 120.59 % Dividend yield 0 % Risk free interest rate 0.59 % |
4. INCOME TAXES
4. INCOME TAXES | 6 Months Ended |
Aug. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | No provision for federal income taxes has been recognized for the three and six months ended August 31, 2020 has the Company incurred a net operating loss for income tax purposes and has no carry back potential. The components of deferred tax asset at August 31, 2020, are as follow: 2020 Net operating loss $ 317,900 Less: Valuation Allowance $ (317,900 ) Net Deferred tax asset $ A valuation allowance is recorded if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets may not be realized. At August 31, 2020, the Company recorded a valuation allowance for the entire deferred tax asset due to the uncertainty surrounding the timing of realizing certain tax benefits in future income tax returns. The Company has carryforward losses available to offset future taxable income amounting to $1,513,000 which expire on 2035. |
5. COMMITMENTS AND CONTINGENCIE
5. COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | The Company is not aware of any other commitments or contingencies that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows. |
6. RISK CONCENTRATIONS
6. RISK CONCENTRATIONS | 6 Months Ended |
Aug. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
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. |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended August 31, 2020, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein is adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the period ended February 29, 2020. The Company had no activity from March 1, 2019 to August 31, 2019. Accordingly, the condensed statements of operations, statement of changes in stockholders’ equity and condensed statement of cash flows for the comparative period of March 1, 2019 through August 31, 2019 are not presented. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America, and, as such, include amounts based on judgments, estimates, and assumptions made by management that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company is in the development stage, which is defined as an entity devoting substantially all of its efforts to establishing a new business and for which its primary line of business has not yet began. The following is a description of the more significant accounting policies followed by the Company: |
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. |
Cash | The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of August 31, 2020. |
Revenue Recognition | In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The Company plans to recognize 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 As of August 31, 2020, we have acquired one customer who has contracted with us to assess, evaluate and implement our financial incentive program services. Specifically, we contracted with a software company that delivers structured reporting and coding solutions to healthcare facilities ranging from small practices to large hospital systems. The client is owned by a non-affiliate Selling Stockholder. We contracted to provide financial incentive services, including assistance to identify potential grants, incentives, refunds, tax credits and future savings/and or programs that might be available as well as to make recommendations to optimize growth and profitability. Under the terms of the agreement, we and our third-party consultants will pursue any economic benefits identified on behalf of our client by performing additional services, including but not limited to further review of financial and tax information, tax planning, program application, accounting work and preparation and filing of tax returns and/or amendments and work with the client to optimize process improvement and documentation. Under the terms of our agreement, our fees are 5% of the economic benefit obtained as a result of our services, are earned upon performing of the services, but we have agreed to accept payment for services rendered to within 10 days of our client receiving any financial incentives from the United States Treasury or other Government organization. While we estimate the value of our fee for this engagement to be approximately $7,500, there is no assurance we will be successful at providing the services or that the client will receive the estimated economic benefit. We plan to charge clients a fee for our management consulting services based on time (e.g. hourly or monthly) or based on a percentage of cost savings or incremental revenue (e.g. revenue or cost savings). As of August 31, 2020, we have acquired one customer who has contracted with us to market its services in exchange for a performance-based fee equal to 50% of any fee collected by this customer from business referred by our Company to this customer. We cannot estimate the value of the fee or fees we may obtain from this engagement, if any. As of August 31, 2020, we have generated limited management consulting services revenue and we are unable to determine how long, if ever, it will take to generate any management consulting services revenue. We cannot assure you 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. |
Emerging Growth Company | The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used . |
Expenses | Expenses include sales and marketing costs, payroll and related benefit costs, insurance expenses, legal and professional fees and administrative overhead. Expenses are recognized when incurred. |
Income Taxes | Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the Enactment date. A valuation allowance is established for deferred tax assets that, based on management ’ Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of August 31, 2020. |
Net 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 earnings per share is calculated by dividing the Company’s net income available to common stockholders by the diluted weighted average number of shares outstanding during the year. Diluted net loss per share is the same as basic net loss per share for periods where the Company reported a net loss because including the 3,000,000 dilutive securities would be anti-dilutive. |
Fair Value of Financial Instruments | The Company’s financial instruments consist primarily of cash and accounts payables. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate. |
Other Recently Issued Accounting Guidance | During the period from September 9, 2019 through August 31, 2020, the FASB issued certain other accounting standard updates that were not relevant to the Company’s operations. |
Covid-19 | On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 Outbreak continues to evolve as of this date. As such, we cannot estimate the full magnitude that the pandemic will have on our business. If the COVID-19 Outbreak continues, it may have a material adverse effect on the Company’s financial condition, liquidity, and future results of operations for the Company’s fiscal year ending February 29, 2021 and beyond. Management is actively monitoring the impact of the global pandemic on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 Outbreak and the global responses to curb its spread, the we are not able to estimate the effects of the COVID-19 Outbreak on its results of operations, financial condition, or liquidity for the Company’s fiscal year ending February 29, 2021. The impacts of the current COVID-19 pandemic are broad reaching and the impacts on the Company’s sales of advisory services is to date unknown. Due to the COVID-19 outbreak, there is significant uncertainty surrounding the potential impact on the Company’s future results of operations and cash flows and its ability to raise capital. Continued impacts of the pandemic could materially adversely affect the Company’s near-term and long-term revenues, earnings, liquidity, and cash flows as the Company’s customers may request temporary relief, delay or not make scheduled payments on their payment commitments. The Company is actively working with its operators to proactively manage the impact of the pandemic on its business and the business of the operators. |
3. EQUITY (Tables)
3. EQUITY (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
Stock option activity | Options Granted # of Options Weighted Avg. Exercise price Weighted Avg. Grant date fair value Weighted Avg remaining life (in years) Outstanding at March 1, 2020 Granted 3,000,000 $ 0.50 $ 1,417,640 10 Exercised Forfeited and expired Outstanding at August 31, 2020 3,000,000 $ 0.50 $ 1,417,640 10 Vested at August 31, 2020 3,000,000 $ 0.50 $ 1,417,640 10 |
Valuation assumptions | Expected life 10 years Volatility 120.59 % Dividend yield 0 % Risk free interest rate 0.59 % |
4. INCOME TAXES (Tables)
4. INCOME TAXES (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | 2020 Net operating loss $ 317,900 Less: Valuation Allowance $ (317,900 ) Net Deferred tax asset $ |
3. EQUITY (Details)
3. EQUITY (Details) | 6 Months Ended |
Aug. 31, 2020$ / sharesshares | |
Equity [Abstract] | |
Options outstanding, beginning | shares | 0 |
Options granted | shares | 3,000,000 |
Options exercised | shares | 0 |
Options forfeited and expired | shares | 0 |
Options outstanding, ending | shares | 3,000,000 |
Options vested | shares | 3,000,000 |
Weighted average exercise price outstanding, beginning | $ .00 |
Weighted average exercise price granted | .50 |
Weighted average exercise price exercised | .00 |
Weighted average exercise price forfeited and expired | .00 |
Weighted average exercise price outstanding, ending | .50 |
Weighted average exercise price vested | .50 |
Weighted average grant date fair value outstanding, beginning | 0 |
Weighted average grant date fair value granted | 1,417,640 |
Weighted average grant date fair value exercised | 0 |
Weighted average grant date fair value forfeited and expired | 0 |
Weighted average grant date fair value outstanding, ending | 1,417,640 |
Weighted average grant date fair value vested | $ 1,417,640 |
Weighted average remaining life outstanding, beginning | 0 years |
Weighted average remaining life granted | 10 years |
Weighted average remaining life exercised | 0 years |
Weighted average remaining life forfeited and expired | 0 years |
Weighted average remaining life outstanding, ending | 10 years |
Weighted average remaining life vested | 10 years |
3. EQUITY (Details 1)
3. EQUITY (Details 1) | 6 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
Expected life | 10 years |
Volatility | 120.59% |
Dividend yield | 0.00% |
Risk free interest rate | 0.59% |
3. EQUITY (Details Narrative)
3. EQUITY (Details Narrative) | 6 Months Ended |
Aug. 31, 2020$ / shares | |
Equity [Abstract] | |
Fair value of options granted | $ 1,417,640 |
4. INCOME TAXES (Details)
4. INCOME TAXES (Details) | Aug. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss | $ 317,900 |
Less: valuation allowance | (317,900) |
Net deferred tax asset | $ 0 |
4. INCOME TAXES (Details Narrat
4. INCOME TAXES (Details Narrative) | 6 Months Ended |
Aug. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 1,513,000 |
Operating loss carryforwards, expiration date | Feb. 28, 2035 |