| NOTE 14 – ACQUISITION OF BIOLUMINA ASSETS |
NOTE 14 – ACQUISITION OF BIOLUMINA
ASSETS
On June 25, 2025 (“Closing Date”),
the Company entered into a stock purchase agreement with BioLumina, LLC (“BIO”), a Delaware limited liability company, and
all of its members (each a “Member” and collectively “Members”), whereby the Company acquired all of the outstanding
membership interests of BIO (“Acquisition”) held by the Members for a total purchase price of $200,000 (“Purchase Price”).
The assets of BIO at the time of the Acquisition consisted primarily of finished goods inventory valued at $200,000 (“Inventory”)
of which $23,000 was on hand and the remaining $177,000 (reflected as prepaid expenses in the unaudited balance sheet at July 31, 2025)
is to be delivered by October 31, 2025, certain intellectual property consisting of various trademarks applications that have been submitted
and are pending review and approval, and certain software platforms used to process product sales orders. At the time of the Acquisition,
BIO’s historical cumulative sales were less than $50,000. The Company treated the purchase of BIO as an acquisition of assets. The
Company did not assign any value to the intellectual property. Inventory was valued at the lower of replacement cost or the portion of
the Purchase Price allocated towards inventory.
The Purchase Price is to be paid as follows:
| (a) | A
$25,000 cash payment (the “Cash Purchase Price”), paid on the Closing
Date to the Members pro rata; and |
| (b) | 30,000 restricted shares of the Company’s common stock
valued at $75,000 (the “Zeo Shares”) issued on the Closing Date, to the Members, pro rata; with respect to which the
Members will be accorded (1) piggyback registration rights under the Securities Act of 1933, as amended and (2) a right to put their
Zeo Shares back to the Company on the first anniversary of Closing (the “True Up Date”) at a price of $2.50 per share ($75,000
in the aggregate); and |
| (c) | A royalty, payable to the Members, pro rata, equal
to 10% of the gross cash proceeds (excluding shipping, handling, returns and credits) received by the Company from
the sale of BIO’s Inventory acquired at closing (the “Product”)
during the first year following the Closing Date, up to a maximum of $100,000 (the “Royalty”) which Royalty will be
payable to the Members, pro rata, within 5 business days of the True-Up Date. In the event the Royalty amount as of the True-Up
Date is less than $100,000 (a “Shortfall”), then the Company agrees to pay the Members, pro rata, a cash payment in
the amount of the Shortfall within 90 days after the True-Up Date. In addition, the Members shall have the option, to apply their pro
rata share of the Royalty (inclusive of any Shortfall), to the purchase
of additional restricted shares of the Company’s common stock at purchase price equal to 75% of the average closing trading price
of the common stock for the 5 trading days immediately prior to the True-Up Date, provided however that in no event shall the purchase
price be lower than $2.50 per Share. |
In connection with the Acquisition, the Company
recorded an obligation of $16,500 representing the difference in the fair value of the ZEO Shares on the Closing Date ($58,500) and the
amount that the Company has agreed to provide in the event of a Shortfall. At July 31, 2025, the Company recorded an additional obligation
of $2,000 to reflect the loss in the fair value of the ZEO Shares from the Closing Date.
NOTE 15 – OTHER INCOME
| Schedule of other Income |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended
July 31, |
|
| |
|
2025 |
|
|
2024 |
|
| Other income |
|
|
|
|
|
|
|
|
| Gain on write-off of advances payable to former officer |
|
$ |
- |
|
|
$ |
221,000 |
|
| Commissions on sales of Exotropin products |
|
|
19,000 |
|
|
|
- |
|
| Other |
|
|
3,000 |
|
|
|
3,000 |
|
| Total |
|
$ |
22,000 |
|
|
$ |
224,000 |
|
| | |
| | | |
| | |
| | |
Nine Months Ended
July 31, | |
| | |
2025 | | |
2024 | |
| Other income | |
| | | |
| | |
| Gain on write-off of advances payable to former officer | |
$ | - | | |
$ | 221,000 | |
| Resolution and settlement of long outstanding payables | |
| - | | |
| 154,000 | |
| Commissions on sales of Exotropin products | |
| 62,000 | | |
| 87,000 | |
| Proceeds from insurance claim | |
| - | | |
| 89,000 | |
| Other | |
| 16,000 | | |
| 7,000 | |
| Total | |
$ | 78,000 | | |
$ | 558,000 | |
|