SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES | 5. SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES Secured Promissory Note On December 2, 2018, the Company issued a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note has an aggregate principal amount of $50,000, and is payable on December 2, 2019 (the "Maturity Date"), and bears an interest rate of 4% per annum and a default interest rate of 18%. The amount owing under the Secured Note is secured by the assets of the Company. The Secured Note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the Company and the note holder. Interest expense for the year ended June 30, 2020 was $6,039 (June 30, 2019 -$1,151). On September 6, 2019, the Company issued a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note has an aggregate principal amount of $50,000, and is payable on September 6, 2020 (the "Maturity Date"), and bears an interest rate of 4% per annum and a default interest rate of 18%. The amount owing under the Secured Note is secured by the assets of the Company. The note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the Company and the note holder. Interest expense for the year ended June 30, 2020 was $1,280 (June 30, 2019 - $nil). Convertible Promissory Note On September 11, 2017, the Company issued a Convertible Promissory Note (“Convertible Note”) to an accredited investor. The Convertible Note has an aggregate principal amount of $500,000 and matures one year from the date of issuance (the “Maturity Date”) and has an interest rate of 4% per annum and a default interest rate of 18%. The holder may convert the Convertible Note at any time up to the Maturity Date into shares of the Company’s common stock, par value $0.0001 per share, at a conversion price equal to $1.00 per share and the Convertible Note was to automatically convert upon the filing of the audited financial statement for a third party that the Company was contemplating a transaction with. The transaction was ultimately not consummated. The Company may prepay the Convertible Note prior to the Maturity Date and/or the date of conversion without penalty upon receiving the written consent of the holder. Interest expense for the year ended June 30, 2020 was $nil (June 30, 2019 - $29,580). The Convertible Note payable contained a beneficial conversion feature. As a result, the Company recognized a nominal value for the Convertible Note, at the September 11, 2017 issuance date, the balance of which will be accreted to the face value at the effective interest rate. For the years ended June 30, 2020 and 2019, accretion expense was $nil and $476,575, respectively. The difference between the nominal value ascribed to the Convertible Note on issuance and the face value was recorded in Additional Paid In Capital. On December 18, 2018, the Company entered into an assignment agreement (“Assignment Agreement”) with the holder of the Convertible Note, whereby, the Promissory Note was assigned to the Convertible Note holder in exchange for the waiver and cancellation of the Convertible Note. As a result, the Company recognized a gain of $545,580 for the year ended June 30, 2019, which was the carrying value of the Convertible Note and the accrued interest payable thereon at the time the assignment agreement was entered into. As a result of the series of events noted above, on April 11, 2018, the Company wrote-off the value of the Convertible Note as well as the accrued interest receivable thereon. The Convertible Note was assigned to an accredited arm’s length third party, in exchange for the waiver of the promissory note payable pursuant to the terms of the Assignment Agreement. On September 11, 2017, the Company received a Promissory Note ("Promissory Note") from Nexalin Technology, Inc. The Promissory Note has an aggregate principal amount of $500,000 and is payable on December 31, 2017 (the "Maturity Date"), and bears an interest rate of 4% per annum. Unsecured Convertible Promissory Notes On June 28, 2017 the Company issued $20,000 of unsecured convertible promissory notes (“Convertible Notes”). The notes were assigned to 5 different arm’s length parties, each holding $4,000. The Convertible Notes matured on June 27, 2018, and bear interest at a rate of 8% per annum, and 12% for amounts owing past the default date. The Convertible Notes are convertible into the Common Stock of the Company at a fixed conversion rate of $0.75 per share at any time prior to the maturity date. The Company evaluated the terms and conditions of the Convertible Notes under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The instrument was convertible into a fixed number of shares and there were no down round protection features contained in the contracts. The Company was required to consider whether the hybrid contracts embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount resulted in a BCF because the fair value of the conversion was greater than the Company’s stock price on the date of issuance and a BCF was recorded in the amount of $20,000 and accordingly the amount of $20,000 was credited to Additional Paid in Capital. The BCF which represents debt discount is accreted over the life of the loan using the effective interest rate. Interest expense for the year ended June 30, 2020 was $924 (June 30, 2019 - $891). As at June 30, 2020, the carrying value of the Convertible Note was $20,000. No amounts have been paid to date for the above mentioned notes, nor have any of the notes been called or converted. |