After signing the final agreement and before raising the funds, Bio would transfer to Leo up to $460,000 as a loan (the “Loan”), which will be paid back by Leo upon raising the funds. If Leo would like to terminate the Agreement for any reason, Leo will transfer 50% of the Leo company shares to Bio as a penalty. If Bio is unable to raise the $2,000,000 for Leo, the $400,000 which has been given to Leo as a loan will be transferred repaid with the transfer of 5% of the outstanding capital stock of Leo at a $9,000,000 valuation.
$185,000 of the Loan had been already transferred prior to signature of the Agreement and a further $50,000 was transferred prior to December 31, 2020 resulting in a total advanced of $235,000.
Prior to the date of the Agreement, Bio had no interactions with Leo, other than the negotiation of the Term Sheet and the Amendment. The agreement was entered into at an arm’s-length.
However, due to certain information regarding the financial position of Leo, which came to light after the announcement of the Term Sheet, Bio informed Leo that it was terminating the Term Sheet, and that the merger with Leo would not take place. Bio is taking steps to recover from Leo the monies it has advanced to date.
On September 13, 2020 an agreement between the Company and Leo was signed under which Leo agreed to pay the Company the sum of $72,000 by way of monthly amounts of $5,000 from October 13, 2020 to September 13, 2021 and to pay a further $160,000 by January 13, 2022. However, the said amount of $160,000 has not yet been received.
NOTE 4 – LOAN FROM RELATED PARTY
| | | | |
| | December 31, | | December 31, |
| | 2021 | | 2020 |
| | $ | | $ |
Loan from related party | | 376,250 | | 376,250 |
The above loans are unsecured and have no set terms of repayment. These loans are repayable on demand.
NOTE 5 – STOCKHOLDER’S EQUITY
Merger
On August 21, 2014 the Company entered into a Share Exchange/Merger Agreement, between Company, Serena B. Potash (the “Principal Shareholder”) and Bio-En Corp., a Delaware corporation. On August 21, 2014, we filed a Certificate of Merger in the State of Delaware whereby Bio-En Corp. merged with Company, with Company the surviving entity.
In conjunction with the Share Exchange/Merger Agreement, all of the issued and outstanding shares of Bio-En Corp. at August 21, 2014 were exchanged for 28,980,000 shares of Company common stock.
Common Stock
For the period from January 6, 2014 to March 31, 2014, the Company issued 4,409,196 shares of common stock at $0.0001 per share for $441.00, for professional services.
On March 23, 2014 the Company issued 2,548,853 shares of common stock at $0.0001 per share for $255.00, as consideration to purchase license rights to develop and use patented intellectual property as described in note 3.
For the period between January 6, 2014 and March 31, 2014 the Company issued 23,041,951 shares of common stock to related parties at $0.0001 per share for $2,304.00 to related parties for services.
On March 12, 2018 the Company completed the issuance of 45,000,000 shares of common stock to related parties at $0.00525 per share for $236,250.