Cover
Cover - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | May 11, 2022 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 333-174194 | |
Entity Registrant Name | GRAPHENE & SOLAR TECHNOLOGIES LIMITED | |
Entity Central Index Key | 0001497649 | |
Entity Tax Identification Number | 27-2888719 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 23 Corporate Plaza Drive | |
Entity Address, Address Line Two | suite 150 | |
Entity Address, City or Town | Newport Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92660 | |
City Area Code | (949) | |
Local Phone Number | 478-8387 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 142,400,206 | |
Entity Common Stock, Shares Outstanding | 360,823,733 | |
Documents Incorporated by Reference [Text Block] | None | |
Auditor Name | M&K CPAS, PLLC | |
Auditor Location | Houston, TX | |
Auditor Firm ID | 2738 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Current Assets: | ||
Cash | $ 3,728 | $ 12 |
Prepaid expenses | 18,797 | |
Total Current Assets | 22,525 | 12 |
Other Assets: | ||
Furniture and equipment, net of depreciation $84,776 | 2,250 | 12,259 |
Intellectual property – at cost, net | 6,777,424 | |
Other intangible assets – at cost | 975 | |
Total Assets | 6,803,174 | 12,271 |
Current Liabilities | ||
Accounts payable and other payable | 2,197,894 | 653,476 |
Accrued interest payable | 154,412 | 132,099 |
Due to related party | 947,826 | 717,075 |
Notes payable – in default | 60,000 | 60,000 |
Convertible notes payable, net of discount $0 and $52,703, and $100,747 in default | 173,038 | 116,264 |
Other loans and payables | 6,383 | 5,632 |
Total Current Liabilities | 3,539,553 | 1,684,546 |
Total Liabilities | 3,539,553 | 1,684,546 |
Stockholders’ Deficit | ||
Preferred stock: 10,000,000 shares authorized; $0.00001 par value; no shares issued and outstanding | ||
Common stock: 500,000,000 shares authorized; $0.00001 par value; 343,237,369 and 246,248,723 shares issued and outstanding | 3,437 | 2,463 |
Additional paid-in capital | 49,922,922 | 9,508,943 |
Accumulated deficit | (46,050,640) | (11,235,696) |
Stock receivable | (720,000) | |
Accumulated other comprehensive income | 107,902 | 52,015 |
Total Stockholders’ Deficit | 3,263,621 | (1,672,275) |
Total Liabilities and Stockholders’ Deficit | $ 6,803,174 | $ 12,271 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Furniture & Equipment, net of depreciation | $ 84,776 | $ 84,776 |
Debt discount | $ 0 | $ 52,703 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par value | $ 0.00001 | $ 0.00001 |
Common Stock, Shares issued | 343,237,369 | 246,248,723 |
Common Stock, Shares, Outstanding | 343,237,369 | 246,248,723 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses: | ||
Professional fees | 34,337,901 | 881,732 |
General and administration | 301,543 | 164,155 |
Total operating expenses | 34,679,444 | 1,045,887 |
Operating Loss | (34,679,444) | (1,045,887) |
Other Income (Expense): | ||
Interest expense | (151,203) | (36,839) |
Rental income | 15,703 | 8,146 |
Impairment of assets | (28,581) | |
Total Other Expense | (135,500) | (57,274) |
Net Loss | (34,814,944) | (1,103,161) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | (55,887) | (48,702) |
Comprehensive Loss | (34,870,831) | (1,151,863) |
Net Loss available to common shareholders | $ (34,870,831) | $ (1,151,863) |
Basic and diluted loss per common share | $ (0.14) | $ 0 |
Weighted average number of common shares outstanding | ||
Basic and diluted | 257,521,936 | 243,913,723 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Receivable [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Sep. 30, 2019 | $ 2,424 | $ 9,047,139 | $ (10,132,535) | $ 100,717 | $ (982,255) | |
Balance, shares at Sep. 30, 2019 | 242,449,767 | |||||
Shares issued for cash | $ 9 | 93,614 | 93,623 | |||
Shares issued for cash, shares | 798,956 | |||||
Stock-based compensation | $ 30 | 299,970 | 300,000 | |||
Stock-based compensation, shares | 3,000,000 | |||||
Debt discount on convertible notes | 68,220 | 68,220 | ||||
Terminal balance of derivative liability | ||||||
Foreign currency translation adjustment | (48,702) | (48,702) | ||||
Net Loss | (1,103,161) | (1,103,161) | ||||
Ending balance, value at Sep. 30, 2020 | $ 2,463 | 9,508,943 | (11,235,696) | 52,015 | (1,672,275) | |
Balance, shares at Sep. 30, 2020 | 246,248,723 | |||||
Shares issued for cash | $ 20 | 138,073 | 138,093 | |||
Shares issued for cash, shares | 1,900,000 | |||||
Stock-based compensation | $ 629 | 33,792,870 | 33,793,499 | |||
Stock-based compensation, shares | 62,888,596 | |||||
Conversion of notes | $ 7 | 204,403 | 204,410 | |||
Conversion of notes, shares | 534,446 | |||||
Share issued for acquisition of intangible assets | $ 318 | 6,278,633 | (720,000) | 5,558,951 | ||
Share issued for acquisition of intangible assets | 31,665,604 | |||||
Foreign currency translation adjustment | 55,887 | 55,887 | ||||
Other comprehensive income, net of tax | (34,814,944) | (34,814,944) | ||||
Ending balance, value at Sep. 30, 2021 | $ 3,437 | $ 49,922,922 | $ (720,000) | $ (18,550,640) | $ 107,902 | $ 3,263,621 |
Balance, shares at Sep. 30, 2021 | 343,237,369 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (34,814,944) | $ (1,103,161) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based payments | 33,793,499 | 300,000 |
Amortization expenses | 102,231 | |
Depreciation expenses | 12,504 | 16,324 |
Amortization of debt discounts | 122,130 | 15,571 |
Accounts payable related party | 231,110 | |
Impairment of assets | 28,581 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (19,337) | 11,684 |
Other receivable | 5,197 | |
Accounts payable | 224,227 | 250,877 |
Accrued interest payable | 28,363 | 21,361 |
Due to related party | 261,498 | |
Net Cash Used in Operating Activities | (320,127) | (192,122) |
Cash Flows From Investing Activities: | ||
Payments for property, plant and equipment | (1,883) | |
Payments for intangibles | (975) | |
Net Cash Used in Investing Activities | (2,858) | |
Cash Flows From Financing Activities: | ||
Proceeds from common stock issuances | 138,093 | 93,623 |
Proceeds from other loans | 5,632 | |
Proceeds from notes payable | 133,005 | 68,220 |
Net Cash Provided by Financing Activities | 271,098 | 167,475 |
Effect of exchange rate in cash | 55,603 | (49,582) |
Net Change in Cash | 3,716 | (74,229) |
Cash at Beginning of Period | 12 | 74,241 |
Cash at End of Period | 3,728 | 12 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental disclosure of non-cash financing activity: | ||
Acquisition of patents | 7,599,745 | |
Note payable converted into common stock | 127,050 | |
Debt discount on convertible notes | $ 77,360 | $ 68,220 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization On June 21, 2010 Colorado Business Operations The development of graphene enhanced combination photovoltaic silicon materials is currently one of the most intensive areas of research and development, attracting major interests from most world university research divisions and new technology players. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital, as described below. The Company has not yet commenced any revenue-generating operations, does not have positive cash flows from operations, and is dependent on periodic infusions of equity capital to fund its operating requirements. The Company’s common stock is traded on the Over-the-Counter Market under the symbol “GSTX.” Going Concern The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any revenues from operations to date and does not expect to do so in the foreseeable future. The Company has a stockholders’ deficit as of September 30, 2021. Furthermore, the Company has experienced recurring operating losses and negative operating cash flows since inception and has financed its working capital requirements during this period primarily through debt financing and the recurring sale of its equity securities. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the consolidated financial statements are being issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s consolidated financial statements for the year ended September 30, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan regarding these matters is to raise additional debt and/or equity financing to allow the Company the ability to cover its current cash flow requirements and meet its obligations as they become due. There can be no assurances that financing will be available or if available, that such financing will be available under favorable terms. In the event that the Company is unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, the Company may seek protection under bankruptcy laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary. The spread of a novel strain of coronavirus (COVID-19) around the world from the first half of 2020 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions relate to COVlD-19, as well as its impact on the U.S. and international economies. The outbreak and any preventative or protective actions that governments or we may take in respect of this COVTD-19 may result in a period of business disruption. Any financial impact cannot be reasonably estimated at this time but may materially affect our future business and financial condition. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 and the actions required to contain the COVID-19 or treat its impact, among others. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its activities and to ultimately achieve sustainable operating revenues and profits. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Because the Company is currently engaged in an early stage of development, it may take a considerable amount of time to develop any product or intellectual property capable of generating sustainable revenues. Accordingly, the Company’s business is unlikely to generate any sustainable operating revenues in the next several years. In addition, to the extent that the Company is able to generate revenues through product sales, there can be no assurance that the Company will be able to achieve positive earnings and operating cash flows. At September 30, 2021, the Company had cash of $ 3,728 The amount and timing of future cash requirements during the year ended September 30, 2022, will depend on the extent of financing the Company is able to arrange. As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations. If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its technology and product development programs, or obtain funds, if available (although there can be no certainty), through the sale of mineral resource assets, through strategic alliances that may require the Company to relinquish rights to certain of its assets, or to discontinue its operations entirely. Intangible Assets We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful lives of the patents. The seven-year estimated useful life for internally generated patents is based on our assessment of such factors as: the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license agreements for such patents. The estimated useful lives of acquired patents and patent rights, however, have been and will continue to be based on a separate analysis related to each acquisition and may differ from the estimated useful lives of internally generated patents. The average estimated useful life of acquired patents is 6.7 years. We assess the potential impairment to all capitalized net patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable. Assumed Liabilities As a result of the acquisition of Cima Specialty Materials Ltd (CSML) from CIMA Nanotech Holdings Limited, “CNHL”, (a Cayman Island Registered company) the Company’s wholly owned subsidiary US Thin Film Corporation (USTFC) under the terms of the of the Share Sale and Purchase agreement the Company issued 3,000,000 shares of common stock for future liability settlement for assumed liabilities. The fair value of these future assumed liabilities of $ 720,000 Revenue recognition Policies (ASC 606) The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Disclosure of Rental Income Rental income is not recognized as ‘operating revenue” but as ‘other income’ during the period of $15,703. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the financial statements of Graphene and its wholly-owned subsidiaries, Graphene and Solar Technologies Limited (“GSTXNZ) and US Thin-Film Corporation (“USTFC”). All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets. Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2021 and 2020, the Company had $ 3,728 12 Financial Instruments and Fair Value Measurements As defined in ASC 820 “Fair Value Measurements,” The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, and due to related parties. The carrying amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements. Derivative Financial Instruments The Company accounts for freestanding contracts that are settled in a company’s own stock, including common stock warrants, to be designated as an equity instrument or generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations. 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 2021 and 2020. Therefore, no derivative liabilities were recorded during the year ended September 30, 2021: Schedule of derivative financial instruments Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - September 30, 2019 — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2020 $ — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2021 $ — Debt Issuance Costs Costs incurred in connection with the issuance of debt are amortized over the term of the related debt and netted against the liability. Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes pursuant to ASC 740, “Income Taxes.” The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of September 30, 2021, the Company had no On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act is effective for tax years beginning on or after January 1, 2018, except for certain provisions, and resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. Among other provisions, the Tax Reform Act reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. The Company completed the accounting for the effects of the Tax Reform Act during the year ended September 30, 2020. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet. The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings. Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over a life of five years. Intangible Assets/Patents We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful lives of the patents. The seven-year estimated useful life for internally generated patents is based on our assessment of such factors as: the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license agreements for such patents. The estimated useful lives of acquired patents and patent rights, however, have been and will continue to be based on a separate analysis related to each acquisition and may differ from the estimated useful lives of internally generated patents. The average estimated useful life of acquired patents is 6.7 Components of intangible assets are as follows: Components of intangible assets September 30, 2021 September 30, 2020 Patents 6,879,655 Accumulated amortization (102,231 ) Total patent costs, net $ 6,777,424 $ During the years ended September 3, 2021, and 2020, the Company recorded amortization expenses related to patents of $ 102,231 0 Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented. Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” During the year ended September 30, 2021, the Company issued 12,888,596 6,293,499 During the year ended September 30, 2020, the Company issued 3,000,000 300,000 0.10 Total stock-based compensation expense was $ 5,158,500 300,000 Basic and Diluted Net Loss per Common Share The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “ Earnings per Share The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses during the years ended September 30, 2021 and 2020. For the years ended September 30, 2021 and 2021, respectively, the following common stock equivalents were potentially dilutive. Schedule of basic and diluted net loss per common share Years ended September 30, 2021 2020 (Shares) (Shares) Convertible notes payable 141,815 132,609 Foreign Currency The accompanying consolidated financial statements are presented in United States dollars (“USD”). The Australian dollar (“AUD”) is the functional currency of Solar Quartz (the operating subsidiary) as it is the currency of Australia, which is the primary economic environment the operating subsidiary operates in and the environment in which the Company primarily utilizes cash. Assets and liabilities are translated into USD utilizing currency exchange rates as published by WM/Reuters WM/Refinitiv FX Benchmark Rates | Refinitiv Schedule of foreign currency September 30, September 30, 2021 2020 Spot AUD: USD exchange rate $ 0.7206 $ 0.7108 Average AUD: USD exchange rate $ 0.7508 $ 0.6789 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment as of September 30, 2021 and 2020 are summarized as follows: Schedule of property and equipment September 30, September 30, 2021 2020 Laboratory and factory equipment $ 44,953 $ 44,342 Computers 5,114 3,481 Furniture and fixtures 36,959 36,239 87,026 84,062 Less accumulated depreciation (84,776 ) (71,803 ) Net property and equipment $ 2,250 $ 12,259 Depreciation expense for the years ended September 30, 2021 and 2020 was $ 12,504 16,324 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 4. Convertible Notes Payable The Company’s material future contractual obligations by fiscal years as of September 30, 2021 and 2020 were as follows: Schedule of convertible notes payable September 30, September 30, Notes payable $ 60,000 $ 60,000 Convertible notes payable $ 168,967 $ 168,967 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 96,710 90,923 36,710 30,710 10,000 During the year ended September 30, 2020 a Company Advisor, A. Liang, loaned the Company $ 5,623 Convertible Notes Payable On June 29, 2012, the Company issued convertible secured notes payable totaling $ 8,254,500 June 30, 2015 15 3.31 5,200,000 3.31 70,747 158,285 147,673 87,537 76,926 47,820 44,614 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 10 0.50 46,997 43,997 16,997 13,997 93,994 87,995 On August 13, 2018, the Company entered into Securities Purchase Agreement with Power Up Lending Group (“Power Up”). In connection therewith, the Company issued Power Up a convertible note payable in the amount of $ 63,000 12 May 30, 2019 On March 15, 2019, Power Up converted $ 12,000 145,455 9,818 20,000 .055 363,636 31,000 4,675 17,860 2,503 57,649 As of September 30, 2021 and 2020, the convertible note payable to Power Up totaled $ 0 0 0 0 0 0 On December 5, 2019, the Company issued a convertible note payable in the amount of $ 68,220 10 December 5, 2021 15,517 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | 5. Stockholders’ Equity Preferred Stock No preferred shares have been designated by the Company as of September 30, 2021 and 2020. Common Stock The Company is authorized to issue up to 500,000,000 0.00001 343,237,369 246,248,723 During the year ended September 30, 2021, the Company issued 96,998,646 ● 12,888,596 shares of the Company’s common stock to members of the Board of Directors, employees and consultants valued at $ 6,293,500 ($ 0.49 per share). ● 1,900,000 shares of the Company’s common stock at an average price of $ 0.073 per share for an aggregate purchase price of $ 138,093 . ● 534,446 204,010 ● 50,000,00 0.55 ● 28,665,604 6,879,745 ● 3,000,000 shares of the Company’s common stock for the future liability settlement for assumed liabilities fair value of $ 720,000 During the year ended September 30, 2020, the Company issued 3,798,956 ● 3,000,000 shares of the Company’s common stock to members of the Board of Directors, employees and consultants valued at $ 300,000 $ 0.10 per share based on the closing stock price on the date of grant. ● 798,956 shares of the Company’s common stock at an average price of $ 0.117 per share for an aggregate purchase price of $ 93,623 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Due to 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 $ 54,045 309,150 307,933 225,000 84,150 as 213,240 67,308 During the year ended September 30, 2021, the Company borrowed $ 689,510 496,174 The Company’s Chief Executive Officer, and a Company Director, provides office facilities to the Company for which the Company is charged $6,000(AUD) monthly, approximately $ 4500 54,000 51,180 During the year ended September 30, 2020 the Company Chairman, F.J.Garafalo loaned the company $ 3,500 As of September 30, 2021 and 2020, due to related parties was $ 947,826 717,075 Due from related party During September 2021 the Company approved and issued 50,000,000 shares to Rod Young who became a related party subsequent to this reporting period. The shares were fully expensed during the period Stock-Based Compensation During the years ended September 30, 2021 and 2020, stock-based compensation expense relating to directors, officers, affiliates and related parties was $ 6,293,368 300,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Graphene & Solar Technologies Limited was formed in 2010. Prior to the acquisition of Solar Quartz Technologies Limited (SQTL) New Zealand, now known as Graphene and Solar Technologies Limited (GSTLNZ) GSTLNZ The Company provides for income taxes under ASC 740, ”Income Taxes.” The net loss for the year ended September 30, 2021 was $34,814,944 however the stock-based compensation and the debt discount amortization of $33,793,499 and $102,139 respectively are not used in the calculations below. For the years ended September 30, 2021 and 2020, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following: Schedule of local and foreign components of loss before income taxes For the Years Ended September 30, 2021 2020 Tax jurisdiction from: - Local $ (338,679 ) $ (564,752 ) - Foreign (560,636 ) (538,409 ) Loss before income taxes $ (899,315 ) $ (1,103,161 ) United States of America Graphene & Solar Technologies Limited is subject to the tax laws of United States of America. The income tax provision for the years ended September 30, 2021 and 2020, consists of the following: Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2021 2020 Net income (loss) $ (338,679 ) $ (564,752 ) Effective tax rate 21 % 21 % Income tax expense (benefit) (71,123 ) (118,598 ) Less: valuation allowance 71,123 118,598 Income tax expense (benefit) $ — $ — Net deferred tax assets consist of the following components as of September 30, 2020 and 2019: Schedule of Deferred Tax Assets September 30, September 30, 2021 2020 Net operating tax carryforwards $ 2,460,213 $ 1,774,037 Valuation allowance (2,460,213 ) (1,774,037 ) Net deferred tax asset $ — $ — On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law including lowering the corporate tax rate from 34% to 21 At September 30, 2021 and 2020, the Company had $ 6,702,294 9,657,079 New Zealand The Company’s subsidiary operating in New Zealand (“NZ”) are subject to the New Zealand Corporate Income Tax at a standard income tax rate range of 28 Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2021 2020 Net income (loss) $ (560,636 ) $ (538,409 ) Effective tax rate 28 % 28 % Income tax expense (benefit) (156,978 ) (150,755 ) Less: valuation allowance 156,978 150,755 Income tax expense (benefit) $ — $ — Net deferred tax assets consist of the following components as of September 30, 2021 and September 30, 2020: Schedule of Deferred Tax Assets September 30, September 30, 2021 2020 Net operating tax carryforwards $ 906,786 $ 749,808 Valuation allowance (906,786 ) (749,808 ) Net deferred tax asset $ — $ — As of September 30, 2021, the operations in New Zealand incurred $ 560,636 1,310,444 The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2021 and 2020: Schedule of Income tax provision September 30, September 30, 2021 2020 Deferred tax assets: Net operating tax carryforwards: United States $ 2,460,214 $ 1,774,047 New Zealand 906,786 749,808 Total 3,366,999 2,523,855 Valuation allowance (3,366,999 ) (2,523,855 ) Net deferred tax asset $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events Subsequent to September 30, 2021, the Company: a) Issued 17,586,364 shares of common stock, consisting 7,386,364 shares issued in lieu of services rendered and 10,200,000 issued through new stock purchases. All shares were approved by the Board of Directors b) Rodney Young was appointed as Chairman of the Company on December 20, 2021. The Company has evaluated events occurring subsequent to September 30, 2021 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) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of Graphene and its wholly-owned subsidiaries, Graphene and Solar Technologies Limited (“GSTXNZ) and US Thin-Film Corporation (“USTFC”). All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Basis of Presentation | Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2021 and 2020, the Company had $ 3,728 12 |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements As defined in ASC 820 “Fair Value Measurements,” The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, and due to related parties. The carrying amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for freestanding contracts that are settled in a company’s own stock, including common stock warrants, to be designated as an equity instrument or generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations. 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 2021 and 2020. Therefore, no derivative liabilities were recorded during the year ended September 30, 2021: Schedule of derivative financial instruments Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - September 30, 2019 — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2020 $ — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2021 $ — |
Debt Issuance Costs | Debt Issuance Costs Costs incurred in connection with the issuance of debt are amortized over the term of the related debt and netted against the liability. |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes pursuant to ASC 740, “Income Taxes.” The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of September 30, 2021, the Company had no On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act is effective for tax years beginning on or after January 1, 2018, except for certain provisions, and resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. Among other provisions, the Tax Reform Act reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. The Company completed the accounting for the effects of the Tax Reform Act during the year ended September 30, 2020. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet. The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over a life of five years. |
Intangible Assets/Patents | Intangible Assets/Patents We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful lives of the patents. The seven-year estimated useful life for internally generated patents is based on our assessment of such factors as: the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license agreements for such patents. The estimated useful lives of acquired patents and patent rights, however, have been and will continue to be based on a separate analysis related to each acquisition and may differ from the estimated useful lives of internally generated patents. The average estimated useful life of acquired patents is 6.7 Components of intangible assets are as follows: Components of intangible assets September 30, 2021 September 30, 2020 Patents 6,879,655 Accumulated amortization (102,231 ) Total patent costs, net $ 6,777,424 $ During the years ended September 3, 2021, and 2020, the Company recorded amortization expenses related to patents of $ 102,231 0 Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented. Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” During the year ended September 30, 2021, the Company issued 12,888,596 6,293,499 During the year ended September 30, 2020, the Company issued 3,000,000 300,000 0.10 Total stock-based compensation expense was $ 5,158,500 300,000 Basic and Diluted Net Loss per Common Share The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “ Earnings per Share The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses during the years ended September 30, 2021 and 2020. For the years ended September 30, 2021 and 2021, respectively, the following common stock equivalents were potentially dilutive. Schedule of basic and diluted net loss per common share Years ended September 30, 2021 2020 (Shares) (Shares) Convertible notes payable 141,815 132,609 |
Long-Lived Assets | Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented. |
Stock-Based Compensation | Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” During the year ended September 30, 2021, the Company issued 12,888,596 6,293,499 During the year ended September 30, 2020, the Company issued 3,000,000 300,000 0.10 Total stock-based compensation expense was $ 5,158,500 300,000 |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “ Earnings per Share The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses during the years ended September 30, 2021 and 2020. For the years ended September 30, 2021 and 2021, respectively, the following common stock equivalents were potentially dilutive. Schedule of basic and diluted net loss per common share Years ended September 30, 2021 2020 (Shares) (Shares) Convertible notes payable 141,815 132,609 |
Foreign Currency | Foreign Currency The accompanying consolidated financial statements are presented in United States dollars (“USD”). The Australian dollar (“AUD”) is the functional currency of Solar Quartz (the operating subsidiary) as it is the currency of Australia, which is the primary economic environment the operating subsidiary operates in and the environment in which the Company primarily utilizes cash. Assets and liabilities are translated into USD utilizing currency exchange rates as published by WM/Reuters WM/Refinitiv FX Benchmark Rates | Refinitiv Schedule of foreign currency September 30, September 30, 2021 2020 Spot AUD: USD exchange rate $ 0.7206 $ 0.7108 Average AUD: USD exchange rate $ 0.7508 $ 0.6789 |
Related parties | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of derivative financial instruments | Schedule of derivative financial instruments Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - September 30, 2019 — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2020 $ — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2021 $ — |
Schedule of basic and diluted net loss per common share | Components of intangible assets September 30, 2021 September 30, 2020 Patents 6,879,655 Accumulated amortization (102,231 ) Total patent costs, net $ 6,777,424 $ During the years ended September 3, 2021, and 2020, the Company recorded amortization expenses related to patents of $ 102,231 0 |
Schedule of basic and diluted net loss per common share | Schedule of basic and diluted net loss per common share Years ended September 30, 2021 2020 (Shares) (Shares) Convertible notes payable 141,815 132,609 |
Schedule of foreign currency | Schedule of foreign currency September 30, September 30, 2021 2020 Spot AUD: USD exchange rate $ 0.7206 $ 0.7108 Average AUD: USD exchange rate $ 0.7508 $ 0.6789 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, September 30, 2021 2020 Laboratory and factory equipment $ 44,953 $ 44,342 Computers 5,114 3,481 Furniture and fixtures 36,959 36,239 87,026 84,062 Less accumulated depreciation (84,776 ) (71,803 ) Net property and equipment $ 2,250 $ 12,259 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable September 30, September 30, Notes payable $ 60,000 $ 60,000 Convertible notes payable $ 168,967 $ 168,967 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Schedule of local and foreign components of loss before income taxes | Schedule of local and foreign components of loss before income taxes For the Years Ended September 30, 2021 2020 Tax jurisdiction from: - Local $ (338,679 ) $ (564,752 ) - Foreign (560,636 ) (538,409 ) Loss before income taxes $ (899,315 ) $ (1,103,161 ) |
Schedule of Income tax provision | Schedule of Income tax provision September 30, September 30, 2021 2020 Deferred tax assets: Net operating tax carryforwards: United States $ 2,460,214 $ 1,774,047 New Zealand 906,786 749,808 Total 3,366,999 2,523,855 Valuation allowance (3,366,999 ) (2,523,855 ) Net deferred tax asset $ — $ — |
UNITED STATES | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2021 2020 Net income (loss) $ (338,679 ) $ (564,752 ) Effective tax rate 21 % 21 % Income tax expense (benefit) (71,123 ) (118,598 ) Less: valuation allowance 71,123 118,598 Income tax expense (benefit) $ — $ — |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets September 30, September 30, 2021 2020 Net operating tax carryforwards $ 2,460,213 $ 1,774,037 Valuation allowance (2,460,213 ) (1,774,037 ) Net deferred tax asset $ — $ — |
NEW ZEALAND | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2021 2020 Net income (loss) $ (560,636 ) $ (538,409 ) Effective tax rate 28 % 28 % Income tax expense (benefit) (156,978 ) (150,755 ) Less: valuation allowance 156,978 150,755 Income tax expense (benefit) $ — $ — |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets September 30, September 30, 2021 2020 Net operating tax carryforwards $ 906,786 $ 749,808 Valuation allowance (906,786 ) (749,808 ) Net deferred tax asset $ — $ — |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Entity Incorporation, Date of Incorporation | Jun. 21, 2010 | |
Sate of incorporation | Colorado | |
Cash | $ 3,728 | $ 12 |
Stock receivable | $ 720,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liability beginning balance | ||
Addition of new derivatives recognized as debt discounts | ||
Settled due to conversion of debt | ||
Loss on change in fair value of the derivative | ||
Derivative Liability ending balance |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Patents | $ 6,879,655 | |
Accumulated amortization | (102,231) | |
Total patent costs, net | $ 6,777,424 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive share | 141,815 | 132,609 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Spot AUD: USD exchange rate | 0.7206 | 0.7108 |
Average AUD: USD exchange rate | 0.7508 | 0.6789 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | $ 3,728 | $ 12 | $ 74,241 |
Uncertain tax positions | 0 | ||
Liability for uncertain tax positions | $ 0 | ||
Finite-Lived Intangible Asset, Useful Life | 6 years 8 months 12 days | ||
Amortization expenses | $ 102,231 | 0 | |
Share-based Payment Arrangement, Noncash Expense | $ 5,158,500 | $ 300,000 | |
Board of Directors, Employees and Consultants [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 12,888,596 | 3,000,000 | |
Stock based compensation, Value | $ 6,293,499 | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 6,293,500 | $ 300,000 | |
Shares Issued, Price Per Share | $ 0.49 | $ 0.10 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 87,026 | $ 84,062 |
Less accumulated depreciation | (84,776) | (71,803) |
Net property and equipment | 2,250 | 12,259 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 44,953 | 44,342 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 5,114 | 3,481 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 36,959 | $ 36,239 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 12,504 | $ 16,324 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 60,000 | $ 60,000 |
Convertible notes payable | $ 168,967 | $ 168,967 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) - USD ($) | Dec. 05, 2019 | Apr. 08, 2019 | Mar. 15, 2019 | Jan. 15, 2019 | Aug. 13, 2018 | Feb. 01, 2016 | Apr. 24, 2019 | Jun. 17, 2014 | Jun. 29, 2012 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||||||||||||
Interest Payable, Current | $ 154,412 | $ 132,099 | ||||||||||
Due to Related Parties, Current | 947,826 | 717,075 | ||||||||||
Convertible Notes Payable | $ 168,967 | $ 168,967 | ||||||||||
Common Stock, Shares, Issued | 343,237,369 | 246,248,723 | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 204,010 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 534,446 | |||||||||||
Amortization of Debt Discount (Premium) | $ 122,130 | $ 15,571 | ||||||||||
A. Liang [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Due to Related Parties, Current | 5,623 | |||||||||||
Promissory Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ 10,000 | |||||||||||
Promissory Notes Payable [Member] | Six individuals [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ 60,000 | |||||||||||
Notes Payable | 96,710 | 90,923 | ||||||||||
Interest Payable, Current | 36,710 | 30,710 | ||||||||||
Convertible Secured Notes Payable [Member] | Investor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest Payable, Current | 87,537 | 76,926 | ||||||||||
Convertible Notes Payable | $ 8,254,500 | |||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2015 | |||||||||||
Debt Instrument, Interest Rate During Period | 15.00% | |||||||||||
Shares Issued, Price Per Share | $ 3.31 | $ 3.31 | ||||||||||
Proceeds from Sale of Notes Receivable | $ 5,200,000 | |||||||||||
Debt, Current | 70,747 | |||||||||||
Exchange obligation payable | $ 158,285 | $ 147,673 | ||||||||||
Common Stock, Shares, Issued | 47,820 | 44,614 | ||||||||||
Convertible Secured Notes Payable [Member] | Individual Counterparty [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest Payable, Current | $ 16,997 | $ 13,997 | ||||||||||
Convertible Notes Payable | $ 46,997 | $ 43,997 | ||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2017 | |||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||||||
Shares Issued, Price Per Share | $ 0.50 | |||||||||||
Common Stock, Shares, Issued | 93,994 | 87,995 | ||||||||||
Convertible Note Payable [Member] | Power Up [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest Payable, Current | $ 4,675 | $ 0 | $ 0 | |||||||||
Convertible Notes Payable | 0 | 0 | ||||||||||
Debt Instrument, Maturity Date | May 30, 2019 | |||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||||
Debt Instrument, Face Amount | $ 63,000 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 363,636 | $ 12,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 20,000 | 145,455 | ||||||||||
Loss on conversion | $ 9,818 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.055 | |||||||||||
Repayments of Debt | 31,000 | |||||||||||
Redemption Premium | 17,860 | |||||||||||
Debt Instrument, Unamortized Discount | 2,503 | $ 0 | $ 0 | |||||||||
Derivative Liability, Current | $ 57,649 | |||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes Payable | $ 68,220 | |||||||||||
Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Maturity Date | Dec. 5, 2021 | |||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||||||
Amortization of Debt Discount (Premium) | $ 15,517 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, sithares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares outstanding | 343,237,369 | 246,248,723 |
Common stock, issued shares | 343,237,369 | 246,248,723 |
Proceeds from Issuance of Common Stock | $ 138,093 | $ 93,623 |
Debt Conversion, Converted Instrument, Shares Issued | 534,446 | |
Debt Conversion, Converted Instrument, Amount | $ 204,010 | |
Stock issued for acquisition, shares | 28,665,604 | |
Stock issued for acquisition, value | $ 6,879,745 | |
Stock receivable | $ 720,000 | |
E K H International [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Common stock, price per share | $ 0.55 | |
Stock issued | 50,000 | |
Board of Directors, Employees and Consultants [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total shares issued | 96,998,646 | 3,798,956 |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 12,888,596 | 3,000,000 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 6,293,500 | $ 300,000 |
Common stock, price per share | $ 0.49 | $ 0.10 |
Stock Issued During Period, Shares, New Issues | 1,900,000 | 798,956 |
Share Price | $ 0.073 | $ 0.117 |
Proceeds from Issuance of Common Stock | $ 138,093 | $ 93,623 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Operating Expenses | $ 34,679,444 | $ 1,045,887 |
Due to Related Parties, Current | 947,826 | 717,075 |
Share-based Payment Arrangement, Expense | 33,793,499 | 300,000 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Operating Expenses | 54,000 | 51,180 |
Other Expenses | 4,500 | |
Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Share-based Payment Arrangement, Expense | 6,293,368 | 300,000 |
PGRNZ Limited [Member] | Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Services charges | 54,045 | |
Operating Expenses | 309,150 | 307,933 |
Legal Fees | 225,000 | 213,240 |
Other General and Administrative Expense | 84,150 | $ 67,308 |
Proceeds from Related Party Debt | 689,510 | |
Repayments of Related Party Debt | 496,174 | |
F.J.Garafalo [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | $ 3,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | $ (899,315) | $ (1,103,161) |
Local [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | (338,679) | (564,752) |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | $ (560,636) | $ (538,409) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Net income (loss) | $ (899,315) | $ (1,103,161) |
UNITED STATES | ||
Net income (loss) | $ (338,679) | $ (564,752) |
Effective tax rate | 21.00% | 21.00% |
Income tax expense (benefit) | $ (71,123) | $ (118,598) |
Less: valuation allowance | 71,123 | 118,598 |
Income tax expense (benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Valuation allowance | $ (3,366,999) | $ (2,523,855) |
Net deferred tax asset | ||
UNITED STATES | ||
Net operating tax carryforwards | 2,460,213 | 1,774,037 |
Valuation allowance | (2,460,213) | (1,774,037) |
Net deferred tax asset |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Net income (loss) | $ (34,814,944) | $ (1,103,161) |
NEW ZEALAND | ||
Net income (loss) | $ (560,636) | $ (538,409) |
Effective tax rate | 28.00% | 28.00% |
Income tax expense (benefit) | $ (156,978) | $ (150,755) |
Less: valuation allowance | 156,978 | 150,755 |
Income tax expense (benefit) |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Valuation allowance | $ (3,366,999) | $ (2,523,855) |
Net deferred tax asset | ||
NEW ZEALAND | ||
Net operating tax carryforwards | 906,786 | 749,808 |
Valuation allowance | (906,786) | (749,808) |
Net deferred tax asset |
Income Taxes (Details 5)
Income Taxes (Details 5) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Net operating tax carryforwards | $ 3,366,999 | $ 2,523,855 |
Valuation allowance | (3,366,999) | (2,523,855) |
Net deferred tax asset | ||
UNITED STATES | ||
Net operating tax carryforwards | 2,460,214 | 1,774,047 |
Valuation allowance | (2,460,213) | (1,774,037) |
Net deferred tax asset | ||
NEW ZEALAND | ||
Net operating tax carryforwards | 906,786 | 749,808 |
Valuation allowance | (906,786) | (749,808) |
Net deferred tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
UNITED STATES | ||
Effective Income Tax Rate Reconciliation, Percent | 21.00% | 21.00% |
Deferred Tax Assets, Operating Loss Carryforwards | $ 6,702,294 | $ 9,657,079 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 71,123 | $ 118,598 |
NEW ZEALAND | ||
Effective Income Tax Rate Reconciliation, Percent | 28.00% | 28.00% |
Deferred Tax Assets, Operating Loss Carryforwards | $ 560,636 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1,310,444 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 3 Months Ended |
Jan. 15, 2022shares | |
Subsequent Event [Line Items] | |
Total shares issued | 17,586,364 |
Stock Issued During Period, Shares, Issued for Services | 7,386,364 |
Stock Issued During Period, Shares, New Issues | 10,200,000 |