Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  



Loan from Former Director - Related Party


Loan from the Company’s former director at September 30, 2023 and June 30, 2023 were $47,567 and $49,314, respectively. The loan bears no interest and is payable on demand. The Company did not repay any amount on this loan during the three months ended September 30, 2023 and 2022, respectively (see Note 9).


Loan payable -long-term- Related Party


July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which such investor loaned the Company an aggregate of $230,000 AUD ($153,256 USD). Pursuant to such agreement, the term of such loan is three (3) years, ending on July 5, 2026, with an interest rate of 10% to be paid monthly in arrears. In connection with such loan, the Company issued 15,000,000 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $0.01 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date of July 5, 2026. The Company accounted for the 15,000,000 warrants issued with this loan payable as debt discount by using the relative fair value method. The total debt discount which is equivalent to the relative fair value of the warrants of $141,084 was determined using a Black-Scholes model with the following assumptions: stock price at valuation date of $0.119 based on the closing price of common stock at date of grant, exercise price of $0.01, dividend yield of zero, expected term of 3.00, a risk-free rate of 4.59%, and expected volatility of 268%. The debt discount shall be amortized over the term of this loan.


A portion of the proceeds of such loan were used to repay an outstanding balance of approximately $143,000 due on a convertible note (Coventry Note) held by a third-party investor and which had been in default (see Note 6).


Accrued interest from this loan amounted to $3,653 as of September 30, 2023. Amortization of debt discount from this loan for the three months ended September 30, 2023 was $11,199. The total principal outstanding under this loan was $153,256 and remaining debt discount of $129,885 as of September 30, 2023 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term – related party, net of discount of $23,371.


Loan Payable


Crown Bridge Securities Purchase Agreement


Effective October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”), pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which had a remaining principal balance of $65,280 as of September 30, 2023 (see Note 6). The maturity date of the Crown Bridge Note was October 3, 2020 and is currently past due. The Crown Bridge Note bore interest at a default interest rate of 15% per annum. In August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Crown Bridge agreed to surrender all conversion rights in its currently held convertible notes, including the Crown Bridge Note. Consequently, during fiscal year 2023, the Company reclassified the remaining principal balance of $65,280 from a convertible note into a loan payable. Additionally, the Company recorded the remaining put premium of $43,520 into gain on extinguishment of debt during fiscal year 2023. The total accrued interest from this loan amounted to $38,190 and $35,722 as of September 30, 2023 and June 30, 2023, respectively.





September 30, 2023



Loan in default


The Crown Bridge Note is currently past due and in default, consisting of $65,280 principal and $38,190 accrued interest, which includes interest accruing at the default interest rate at 15%.