Graphene & Solar Technologies Limited (GSTX) 10-Q 23 Mar 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2020	Mar. 23, 2021
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	No
Entity Incorporation State Country Code	CO
Document Period End Date	Dec. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		254,487,319
EntityFileNumber	333-174194

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 23, 2021	Sep. 30, 2020
Current Assets:
Cash	$ 3,266	$ 12
Prepaid expenses	13,247
Other receivable
Total Current Assets	16,513	12
Other Assets:
Furniture and equipment, net of depreciation $75,434 and $71,803	8,628	12,259
Mineral rights
Total Assets	25,141	12,271
Current Liabilities
Accounts payable and other payable	763,481	653,476
Accrued interest payable	141,283	132,099
Due to related party	722,520	717,075
Notes payable - in default	60,000	60,000
Convertible notes payable, net of discount $53,552 and $52,703, $100,747 in default	236,405	116,264
Other loans	5,811	5,632
Total Current Liabilities	1,929,500	1,684,546
Total Liabilities	1,929,500	1,684,546
Stockholders' Deficit
Common stock: 500,000,000 shares authorized; $0.00001 par value; 250,798,723 and 246,248,723 shares issued and outstanding	2,509	2,463
Additional paid-in capital	9,998,635	9,508,943
Accumulated deficit	(11,874,881)	(11,235,696)
Accumulated other comprehensive income	(30,622)	52,015
Total Stockholders' Deficit	(1,904,359)	(1,672,275)
Total Liabilities and Stockholders' Deficit	$ 25,141	$ 12,271

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 23, 2021	Sep. 30, 2020
Stockholders' Deficit
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares par value	$ 0.00001	$ 0.00001
Common stock, shares issued	25,079,872	246,248,723
Common stock, shares outstanding	25,079,872	246,248,723
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares par value	$ 0.00001	$ 0.00001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Other Assets:
Furniture & Equipment, net of depreciation	$ 75,434	$ 71,803
Current Liabilities:
Discount	$ 53,552	$ 52,703

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue
Operating Expenses:
Professional fees	584,551	179,487
General and administration	42,549	55,851
Total operating expenses	627,100	235,338
Loss from operations	(627,100)	(235,338)
Other Income (Expense):
Other income	2,191	2,050
Interest expense	(14,276)	(7,366)
Total Other income (expense)	(12,085)	(5,316)
Net Income (Loss)	(639,185)	(240,654)
Othe Comprehensive Loss	(82,637)	(21,101)
Net Comprehensive Loss	$ (721,822)	$ (261,755)
Income (Loss) per share:
Basic and diluted	$ 0	$ 0
Weighted average shares outstanding	249,682,962	242,567,545

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Common Stock
Balance, shares	246,248,723	242,499,767
Balance, amount	$ 2,463	$ 2,424
Shares issued in connection with the sale of common stock, shares	1,450,000	153,333
Shares issued in connection with the sale of common stock, amount	$ 15	$ 3
Stock-based compensation, shares	3,100,000
Stock-based compensation, amount	$ 31
Balance, shares	250,798,723	242,603,100
Balance, amount	$ 2,509	$ 2,427
Additional Paid-In Capital
Balance, amount	9,508,943	9,047,139
Shares issued in connection with the sale of common stock, amount	84,723	52,999
Stock-based compensation, amount	404,969
Debt discount		68,220
Balance, amount	9,998,635	9,168,358
Accumulated Other Comprehensive Income
Balance, amount	52,015	100,717
Foreign currency translation adjustment	(82,637)	(21,101)
Balance, amount	(30,622)	79,616
Accumulated Deficit
Balance, amount	(11,235,696)	(10,132,535)
Net Income (Loss)	(639,185)	(240,654)
Balance, amount	(11,874,881)	(10,373,189)
Balance, amount	(1,672,275)	(982,255)
Shares issued in connection with the sale of common stock, amount	84,738	53,002
Stock-based compensation, amount	405,000
Debt discount		68,220
Foreign currency translation adjustment	(82,637)	(21,101)
Net Income (Loss)	$ (639,185)	(240,654)
Balance, amount		$ (1,122,788)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash Flows From Operating Activities
Net Income (loss)	$ (639,185)	$ (240,654)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	405,000
Depreciation expenses	4,415	4,130
Amortization of debt discounts	5,151	2,426
Changes in operating assets and liabilities:
Accounts payable	110,005	59,665
Accrued interest payable	9,184	4,943
Accrued liabilities
Receivables		(198)
Pre-Payments	(13,247)	(921)
Due to related party	5,445	51,245
Net Cash Used in Operating Activities	(113,232)	(119,364)
Cash Flows From Financing Activities:
Due to Affiliates
Proceeds from common stock issuances	84,738	53,002
Repayments to related party		(36,933)
Issuance of short term note payable, net of OID	114,990	68,220
Net Cash Provided by Financing Activities	199,728	84,289
Effect of exchange rate in cash	(83,242)
Net change in cash and cash equivalents	3,254	(35,075)
Cash at Beginning of Period	12	74,241
Cash at End of Period		39,166
Supplemental Cash Flow Information:
Cash paid for interest
Cash paid for taxes
Supplemental disclosure of non-cash financing activity:
Debt discount	$ 68,220	$ 68,220

Basis of Presentation

Basis of Presentation	3 Months Ended
	Dec. 31, 2020
Organization and Basis of Presentation
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, 2020. 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	3 Months Ended
	Dec. 31, 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, 2020. 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. There was no derivative activity in fiscal quarter ending December 31, 2020. Therefore, no derivative liabilities were recorded during the quarter ended December 31, 2020. Stock-Based Compensation - “Compensation - Stock Compensation,” During the quarter ended December 31, 2020, the Company issued 3,100,000 shares of the Company’s common stock to members of the Board of Directors, employees and consultants. The fair value of the shares, as determined by reference market price of the Company’s common stock on each grant date, aggregated $405,000. During the quarter ended December 31, 2019, the Company issued no shares of the Company’s common stock to members of the Board of Directors, employees and consultants. Total stock-based compensation expense was $405,000 and $0 for the quarters ended December 31, 2020 and 2019, respectively. Foreign Currency Translations Earnings Per Share Reclassifications

Notes Payable

Notes Payable	3 Months Ended
	Dec. 31, 2020
Convertible Debt [Abstract]
Notes Payable	NOTE 3 – NOTES PAYABLE The Company’s indebtedness as of December 31 and September 30, 2020 were as follows: Description December 31, 2020 September 30, 2020 Convertible notes $ 289,967 $ 168,967 Notes Payable $ 60,000 $ 60,000 Other loan $ 5,811 $ 5,632 Notes Payable and Other Loans During 2015 and 2016, the Company executed promissory notes payable with six individuals with an aggregate principal balance of $60,000. The notes were due on demand and included interest at 10%. As of December 30, 2020 and September 30, 2020, the total promissory notes payable balance was $92,222 and $90,710 including accrued interest of $32,222 and $30,710, respectively. On January 15, 2019, the holder of a note with a principal balance of $10,000 made demand for payment. To date, the note has not been paid. During the year ended September 30, 2020 a Company Advisor , loaned the Company $5,811 . The loan is a demand note at zero interest. Convertible Notes Payable As of December 31, 2020 and September 30, 2020, noteholders representing $70,747 in outstanding principal had not requested the exchange of shares of common stock. As of December 31, 2020 and September 30, 2020, the exchange obligation payable was $150,348 and $147,673 including accrued interest of $79,601 and $76,926, respectively. As of December 31, 2020 and September 30, 2020, the exchange obligation was for 45,442 shares and 44,614 shares of common stock, respectively. On February 1, 2016, the Company issued convertible secured note payable of $30,000 to an individual. The note was due on January 31, 2017 and included interest at 10%. The note was convertible at discretion of the holder into common shares of the Company at the rate of $0.50 per shares. The Company has not extended the maturity date and the note is in default. As of December 31, 2020 and September 30, 2020, the total convertible note payable balance was $44,753 and $43,997, including accrued interest of $14,753 and $13,997 respectively. As of December 31, 2020 and 2019, the exchange obligation was for 89,470 shares and 87,994 shares of common stock, respectively. On December 5, 2019, the Company issued a convertible note payable in the amount of $68,220. The convertible note bear interest at 10% and matures on December 5, 2021 the principal and accrued interest of this convertible note can be converted at the discretion of the holder 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 was $5,151. On October 2, 2020, the Company closed a Securities Purchase Agreement with Geneva Roth Remark Holdings Inc (“GRRH”). In connection therewith, the Company issued GRRH a convertible note payable in the amount of $68,000. The note, including interest at 10%, matures on September 24, 2020. After 180 days, the note is convertible at a conversion price which is at 39% discount to the lowest trading price during the previous twenty trading days prior to the date of a conversion notice. As the conversion date had not become effective as of December 31, 2020 no derivative liability was recorded. The note contained an original issue discount of $3,000. There was no amortization expense recognized during the period. On November 11, 2020, the Company closed a Securities Purchase Agreement with Geneva Roth Remark Holdings Inc (“GRRH”). In connection therewith, the Company issued GRRH a convertible note payable in the amount of $53,000. The note, including interest at 10%, matures on November 11, 2020. After 180 days, the note is convertible at a conversion price which is at 39% discount to the lowest trading price during the previous twenty trading days prior to the date of a conversion notice. As the conversion date had not become effective as of December 31, 2020 no derivative liability was recorded. The note contained an original issue discount of $3,000. There was no amortization expense recognized during the period.

Related Party

Related Party	3 Months Ended
	Dec. 31, 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 $50,914 (US). During the three months ended Dec 31, 2020 and 2019, the Company incurred charges to operations of $50,914 (US) and $51,245(US), respectively, with respect to this arrangement. As of December 31, 2020 and September 30, 2020, accrued expenses due to PGRNZ and other related parties was $722,520 and $717,075 respectively.

Stockholders Equity

Stockholders Equity	3 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Stockholders' Equity	NOTE 5 – STOCKHOLDERS’ EQUITY Common shares were issued resulting in an increase to capital stock of $46 and an increase to Additional Paid-in Capital of $489,692. 1,450,000 shares were issued for proceeds totaling $84,738. The Company issued 3,100,000 shares of the Company’s common stock to members of the Board of Directors, employees and consultants for services rendered totaling $405,000 based on the closing market price on the date of grant. The Company has a total of 5,778,367 shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at December 31, 2020.

Subsequent Events

Subsequent Events	3 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 6 – SUBSEQUENT EVENTS During the quarter (ending March 31, 2021) Common shares of 3,688,596 have been approved in lieu of services rendered by advisors and consultants to the Company. The Company has evaluated events occurring subsequent to September 30, 2020 through to the date these financial statements were issued and has identified no additional events requiring disclosure.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Dec. 31, 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, 2020.
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. There was no derivative activity in fiscal quarter ending December 31, 2020. Therefore, no derivative liabilities were recorded during the quarter ended December 31, 2020.
Stock-Based Compensation	Stock-Based Compensation - “Compensation - Stock Compensation,” During the quarter ended December 31, 2020, the Company issued 3,100,000 shares of the Company’s common stock to members of the Board of Directors, employees and consultants. The fair value of the shares, as determined by reference market price of the Company’s common stock on each grant date, aggregated $405,000. During the quarter ended December 31, 2019, the Company issued no shares of the Company’s common stock to members of the Board of Directors, employees and consultants. Total stock-based compensation expense was $405,000 and $0 for the quarters ended December 31, 2020 and 2019, respectively.
Foreign Currency Translations	Foreign Currency Translations
Earnings Per Share	Earnings Per Share
Reclassifications	Reclassifications

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Dec. 31, 2020
Convertible Debt [Abstract]
Schedule of notes payable	The Company’s indebtedness as of December 31 and September 30, 2020 were as follows: Description December 31, 2020 September 30, 2020 Convertible notes $ 289,967 $ 168,967 Notes Payable $ 60,000 $ 60,000 Other loan $ 5,811 $ 5,632

Summary of Significant Accoun_3

Summary of Significant Accounting Policies and Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Mar. 23, 2021	Sep. 30, 2020
Accounting Policies [Abstract]
Cash		$ 39,166	$ 3,266	$ 12
Stock based compensation expense	$ 405,000	$ 0

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Mar. 23, 2021	Sep. 30, 2020
Convertible Debt [Abstract]
Convertible notes payable	$ 289,967	$ 168,967
Notes payable	60,000	60,000
Other loan	$ 5,811

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Convertible Notes Payable Details Narrative Abstract
Promissory notes payable	$ 92,222	$ 90,710