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7. SUBSEQUENT EVENTS
12 Months Ended
Feb. 28, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

On March 1, 2021, we granted non-qualified stock options to purchase up to 500,000 shares of our common stock at the exercise price of $0.50 per share for a five-year term to a consultant. The options will vest at a rate of 20,000 shares per month until the option is 100% vested.

 

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

 

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

 

Pursuant to the Option, HBRP shall arrange for a 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. PointClear is required to use the proceeds under the Improvement Loan to improve the Business and offset operating costs. If HBRP elects to exercise the Option it shall be obligated to pay to PointClear the consideration set forth in the Asset Purchase Agreement and comply with such other terms and conditions that are set forth in the Asset Purchase Agreement. The repayment of any monies lent under the Improvement Loan Agreement to PointClear will be determined based on whether or not HBRP elects to exercise the Option and enter into the Asset Purchase Agreement with Pointclear. The Option Agreement contains customary representations, warranties and covenants of PointClear and HBRP.

 

On March 15, 2021, our Company issued to Mark Huber a Promissory Note in the aggregate principal amount of $200,000 (the “Third Party Promissory Note”). The principal amount of $200,000 plus all interest under the Third Party Promissory Note will be due and payable two hundred seventy (270) days from March 15, 2021 (the “Maturity Date”). Interest on the Third Party Promissory Note will accrue at a rate of 3.0% per annum, beginning on March 15, 2021 until the principal amount and all accrued but unpaid interest shall have been paid. The Third Party Promissory Note is an unsecured debt obligation of the Company.

 

On March 31, 2021, the Company entered into a three-month agreement with a management consultant. As compensation for the consultant, the Company shall pay the consultant $21,000 paid through the issuance of 42,000 shares of the Company’s common stock.

 

On April 1, 2021, the Company entered into a fifty-seven-month agreement with a management consultant. As compensation for the consultant, the Company shall pay (i) 35,000 shares of the Company’s common stock in lieu of $17,490 due to the consultant for services rendered and (ii) the issuance of 500,000 Option Shares of the Company’s common stock at the exercise price of $0.50 per share and a five-year term. The options will vest at a rate of 20,000 shares per month until the option is 100% vested.

 

Between March 1, 2021 and May 31, 2021, the Company issued 178,000 shares of common stock for net cash proceeds of $89,000.