Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2020 | Sep. 08, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Graphene & Solar Technologies Ltd | |
Entity Central Index Key | 0001497649 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Interactive Data Current | Yes | |
Entity Incorporation State Country Code | CO | |
Document Period End Date | Jun. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 247,248,724 | |
EntityFileNumber | 333-174194 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2020 | Sep. 30, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 747 | $ 74,241 |
Prepaid expenses | 0 | 11,684 |
Other receivables | 12,490 | 5,197 |
Total current assets | 13,237 | 91,122 |
Other Assets: | ||
Furniture & Equipment, net of depreciation, $65,179 and $51,946 | 15,985 | 27,869 |
Quartz Deposits | 28,895 | 28,415 |
Total Other Assets | 44,880 | 56,284 |
Total Assets | 58,117 | 147,406 |
Current liabilities: | ||
Accounts payable | 608,838 | 402,599 |
Accrued interest & other payables | 127,131 | 110,738 |
Short term notes payable | 60,000 | 60,000 |
Due to related parties | 582,011 | 455,577 |
Convertible notes payable-, net of discount $48,808 and $0 | 120,159 | 100,747 |
Total current liabilities | 1,498,139 | 1,129,661 |
Total liabilities | 1,498,139 | 1,129,661 |
Stockholders' Deficit: | ||
Preferred stock, $0.00001 par value; 5,000,000 shares authorized; none, issued or outstanding | 0 | 0 |
Common stock, $0.00001 par value; 500,000,000 and 500,000,000 shares authorized; 247,248,724 and 242,449,767 shares issued and outstanding | 2,463 | 2,424 |
Additional paid-in capital | 9,501,788 | 9,047,139 |
Accumulated other comprehensive income | 81,303 | 100,717 |
Accumulated deficit | (11,025,576) | (10,132,535) |
Total stockholders' deficiency | (1,440,022) | (982,255) |
Total liabilities and stockholders' deficiency | $ 58,117 | $ 147,406 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2020 | Sep. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Accumulated Depreciation | $ 65,179 | $ 51,946 |
Discount | $ 48,808 | $ 0 |
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 247,248,724 | 242,449,767 |
Common stock, shares outstanding | 247,248,724 | 242,449,767 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses | ||||
Professional Services | 426,111 | 0 | 739,835 | 100,200 |
General and administrative | 37,999 | 384,477 | 123,409 | 754,182 |
Total operating expenses | 464,110 | 384,477 | 863,244 | 854,382 |
Loss from operations | (464,110) | (384,477) | (863,244) | (854,382) |
Other income (expense): | ||||
Interest income | 0 | 0 | 0 | 0 |
Other income | 1,972 | 0 | 5,997 | 0 |
Foreign currency transaction loss | 0 | (3,585) | 0 | (3,585) |
Loan repayment penalty | 0 | (17,860) | 0 | (17,860) |
Loss on conversion of note payable | 0 | (9,818) | 0 | (9,818) |
Change in the fair value of derivative liability | 0 | (2,540) | 0 | (2,540) |
Other | 0 | (5,918) | 0 | 4,901 |
Interest expense | (13,349) | (20,692) | (35,794) | (71,223) |
Total other income (expense) | (11,377) | (60,413) | (29,797) | (100,125) |
Net Income (Loss) | (475,487) | (444,890) | (893,041) | (954,507) |
Other Comprehensive Income | (74,818) | (14,504) | (19,414) | 30,352 |
Net Comprehensive Loss | $ (550,305) | $ (459,394) | $ (912,455) | $ (924,155) |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding - basic and diluted | 244,152,338 | 240,230,306 | 243,135,417 | 238,799,401 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY DEFICIENCY (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning Balance, Shares at Sep. 30, 2018 | 236,046,151 | ||||
Beginning Balance, Amount at Sep. 30, 2018 | $ 2,360 | $ 7,972,361 | $ 92,046 | $ (8,885,981) | $ (819,214) |
Shares issued in connection with the sale of common stock, Shares | 5,084,525 | ||||
Shares issued in connection with the sale of common stock, Amount | $ 51 | 844,949 | 845,000 | ||
Stock-based compensation expense, Shares | 600,000 | ||||
Stock-based compensation expense, Amount | $ 6 | 100,194 | 100,200 | ||
Debt discount on Convertible Notes | 0 | ||||
Stock issued in connection with the conversion of note payable, Shares | 509,091 | ||||
Stock issued in connection with the conversion of note payable, Amount | $ 5 | 41,813 | 41,818 | ||
Terminal balance of derivative liability | 28,992 | 42,716 | |||
Foreign currency translation adjustment | 30,352 | 30,352 | |||
Net Loss | (954,507) | (954,507) | |||
Ending Balance, Shares at Jun. 30, 2019 | 242,239,767 | ||||
Ending Balance, Amount at Jun. 30, 2019 | $ 2,422 | 8,988,309 | 122,398 | (9,840,488) | (727,359) |
Beginning Balance, Shares at Mar. 31, 2019 | 238,861,939 | ||||
Beginning Balance, Amount at Mar. 31, 2019 | $ 2,389 | 8,425,626 | 136,902 | (9,395,598) | (830,681) |
Shares issued in connection with the sale of common stock, Shares | 3,014,192 | ||||
Shares issued in connection with the sale of common stock, Amount | $ 30 | 499,970 | 500,000 | ||
Stock issued in connection with the conversion of note payable, Shares | 363,636 | ||||
Stock issued in connection with the conversion of note payable, Amount | $ 3 | 19,997 | 20,000 | ||
Terminal balance of derivative liability | 42,716 | 42,716 | |||
Foreign currency translation adjustment | (14,504) | (14,504) | |||
Net Loss | (444,890) | (444,890) | |||
Ending Balance, Shares at Jun. 30, 2019 | 242,239,767 | ||||
Ending Balance, Amount at Jun. 30, 2019 | $ 2,422 | 8,988,309 | 122,398 | (9,840,488) | (727,359) |
Beginning Balance, Shares at Sep. 30, 2019 | 242,449,767 | ||||
Beginning Balance, Amount at Sep. 30, 2019 | $ 2,424 | 9,047,139 | 100,717 | (10,132,535) | (982,255) |
Shares issued in connection with the sale of common stock, Shares | 798,956 | ||||
Shares issued in connection with the sale of common stock, Amount | $ 9 | 86,459 | 86,468 | ||
Stock-based compensation expense, Shares | 3,000,000 | ||||
Stock-based compensation expense, Amount | $ 30 | 299,970 | 300,000 | ||
Debt discount on Convertible Notes | 68,220 | 68,220 | |||
Foreign currency translation adjustment | (19,414) | (19,414) | |||
Net Loss | (893,041) | (893,041) | |||
Ending Balance, Shares at Jun. 30, 2020 | 246,248,723 | ||||
Ending Balance, Amount at Jun. 30, 2020 | $ 2,463 | 9,501,788 | 81,303 | (11,025,576) | (1,440,022) |
Beginning Balance, Shares at Mar. 31, 2020 | 242,959,567 | ||||
Beginning Balance, Amount at Mar. 31, 2020 | $ 2,430 | 9,184,139 | 156,121 | (10,550,089) | (1,207,399) |
Shares issued in connection with the sale of common stock, Shares | 289,156 | ||||
Shares issued in connection with the sale of common stock, Amount | $ 3 | 17,679 | 17,682 | ||
Stock-based compensation expense, Shares | 3,000,000 | ||||
Stock-based compensation expense, Amount | $ 30 | 299,970 | 300,000 | ||
Foreign currency translation adjustment | (74,818) | (74,818) | |||
Net Loss | (475,487) | (475,487) | |||
Ending Balance, Shares at Jun. 30, 2020 | 246,248,723 | ||||
Ending Balance, Amount at Jun. 30, 2020 | $ 2,463 | $ 9,501,788 | $ 81,303 | $ (11,025,576) | $ (1,440,022) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net Income (loss) | $ (893,041) | $ (954,507) |
Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||
Stock-based compensation | 300,000 | 100,200 |
Depreciation expense | 11,995 | 11,738 |
Amortization of debt discounts | 19,411 | 31,495 |
Change in book value of quartz assets | 0 | 0 |
Change in operating assets and liabilities: | ||
Accounts payable | 206,230 | 77,869 |
Accrued interest payable | 16,402 | 13,464 |
Accrued Liabilities | 0 | 0 |
Derivative liability | 0 | 42,747 |
Change in derivative liability | 0 | (2,540) |
Loss on conversion | 0 | 9,818 |
Receivables | 5,197 | 0 |
Pre-Payments | (806) | (13,168) |
Other Assets | 0 | 1,329 |
Due to related parties | 120,845 | (116,213) |
Net cash used in operating activities | (213,764) | (835,795) |
Cash flows from financing activities: | ||
Due to Affiliates | 0 | 0 |
Proceeds from issuance of common stock | 86,468 | 845,000 |
Principal paid on note payable | 0 | (31,000) |
Issuance of short term note payable | 68,220 | 0 |
Net cash provided by financing activities | 154,688 | 814,000 |
Effect of exchange rate on cash | (14,415) | 30,352 |
Net change in cash and cash equivalents | (73,494) | 8,557 |
Beginning of period | 74,241 | 6,704 |
End of period | 747 | 15,261 |
Supplemental cash flow information | ||
Interest paid | 0 | 4,719 |
Noncash investing and financing activities: | ||
Discount on note payable credited to derivative liability | 55,109 | |
Debt discount on convertible notes | 68,220 | 0 |
Terminal Balance of derivative liability credited to additional paid in capital | 0 | 28,992 |
Conversion of loan principal into shares | $ 0 | $ 32,000 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION These consolidated financial statements of Graphene & Solar Technologies Limited (GSTX or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with Solar Quartz’s audited financial statements as of September 30, 2019. Going Concern Going Concern Future issuances of the Company’s equity or debt securities will be required for the Company to finance operations and continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Principles of Consolidation and Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2019. Use of Estimates - Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Cash and Cash Equivalents- Derivative Financial Instruments The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows. At the date of the conversion of any convertible debt, the pro rata fair value of the related embedded derivative liability is transferred to additional paid-in capital. The Company determined our derivative liabilities to be a Level 3 fair value measurement and uses the Binomial pricing model to calculate the fair value. The Binomial model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Binomial valuation model. Stock-Based Compensation Foreign Currency Translations Earnings Per Share Reclassifications Recently Issued Accounting Pronouncements Mineral Rights- Investment in mineral rights consists of the exclusive mining and development rights for the two high purity quartz silica deposits known as Quartz Hill (represented by mining leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. The investment in mineral rights is carried on the books of the Company at the cost of the lease rights. Mineral rights assets are tested for impairment if facts and circumstances indicate that impairment exists. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Jun. 30, 2020 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | NOTE 3 – CONVERTIBLE NOTES PAYABLE The Company’s indebtedness as of June 30,2020 and September 30, 2019 were as follows: Description June 30, September 30, Convertible notes $ 168,967 $ 100,747 Notes Payable $ 60,000 $ 60,000 $70,747 of the convertible notes bear interest at 15% and are also due on demand. The principal and accrued interest of these convertible notes can be converted at the discretion of the holders into common shares at $3.31/share. $68,220 of the convertible notes bear interest at 10% and the principal and accrued interest of these convertible notes can be converted at the discretion of the holders into common shares at 45% discount to the ADR 20 days prior to notification of conversion. The majority shareholder agreed to increase authorized shares if needed in order to settle this debt. This note was discounted for the full amount and the amount of amortization during the period. The Notes Payable bear interest at 10% and are due on demand. |
RELATED PARTY
RELATED PARTY | 9 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | NOTE 4- RELATED PARTY PGRNZ Limited, a management company controlled by the Company’s Chief Executive Officer, and a Company Director, provides management services to the Company for which the Company is charged $75,000(AUD) quarterly, approximately $51,225 (US). During the nine months ended June 30, 2020 and 2019, the Company incurred charges to operations of $68,240 (US) and $52,675(US), respectively, with respect to this arrangement. As of June 30,2020 and September 30, 2019, accrued expenses due to related parties was $582,011 and $455,577 respectively. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Common shares of 3,289,156 were issued resulting in an increase to capital stock of $33 and an increase to Additional Paid-in Capital of $317,649. During the 3 month period ending June 30, 2020 period 289,156 new Common shares were issued for cash proceeds of $17,682. Also during the 3 month period ending June 30, 2020, the Company issued 3,000,000 shares of the Company’s common stock to consultants. The fair value of the shares, as determined by reference to the closing price of the Company’s common stock, aggregated $300,000 ($0.10 per share). The Company has a total of 8,638,167 shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at June 30, 2020. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS During the month of July 2020 additional Common shares of 1,000,000 were issued to members of the Board of Directors. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2019. |
Use of Estimates | Use of Estimates - Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents- |
Derivative Financial Instruments | Derivative Financial Instruments The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows. At the date of the conversion of any convertible debt, the pro rata fair value of the related embedded derivative liability is transferred to additional paid-in capital. The Company determined our derivative liabilities to be a Level 3 fair value measurement and uses the Binomial pricing model to calculate the fair value. The Binomial model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Binomial valuation model. |
Stock-Based Compensation | Stock-Based Compensation |
Foreign Currency Translations | Foreign Currency Translations |
Earnings Per Share | Earnings Per Share |
Reclassifications | Reclassifications |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
Mineral Rights | Mineral Rights- |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Convertible Debt [Abstract] | |
Convertible Notes Payable | The Company’s indebtedness as of June 30,2020 and September 30, 2019 were as follows: Description June 30, September 30, Convertible notes $ 168,967 $ 100,747 Notes Payable $ 60,000 $ 60,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 |
Summary of Significant Accounting Policies (Details Narrative) | |||
Cash | $ 747 | $ 74,241 | $ 15,261 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2020 | Sep. 30, 2019 |
Convertible Debt [Abstract] | ||
Convertible notes payable | $ 168,967 | $ 100,747 |
Notes payable | $ 60,000 | $ 60,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2019 | |
Notes Payable (Details Narrative) | ||
Convertible notes payable | $ 68,220 | $ 70,747 |
Interest rate | 10.00% | 15.00% |
Common stock per share | $ 3.31 | |
Note payable interest rate | 10.00% |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2019 | |
Due to related party | $ 582,011 | $ 582,011 | $ 455,577 | ||
Operating expenses | $ 464,110 | $ 384,477 | 863,244 | $ 854,382 | |
Chief Executive Officer [Member] | PGRNZ Limited [Member] | |||||
Operating expenses | 68,240 | $ 52,675 | |||
Services charges | $ 51,225 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | |
Number of shares approved | 3,289,156 | 3,289,156 |
Stock Price | $ / shares | $ 33 | $ 33 |
Additional Paid-in Capital | $ | $ 317,649 | |
Number of shares remain reserved | 8,638,167 | 8,638,167 |
Stock Issued During Period, shares, New Issues | 289,156 | |
Stock Issued During Period, Value, New Issues | $ | $ 17,682 | |
consultants [Member] | ||
Stock Issued During Period, shares, Issued for Services | 3,000,000 | |
Stock Issued During Period, Value, Issued for Services | $ | $ 300,000 | |
Common stock per share price | $ / shares | $ 0.10 | $ 0.10 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 1 Months Ended | 3 Months Ended |
Jul. 31, 2020 | Jun. 30, 2020 | |
Additional Common shares issued | 289,156 | |
Subsequent Event [Member] | ||
Additional Common shares issued | 1,000,000 |