Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2021 | Jul. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | Ste. 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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 362,823,733 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Current Assets: | ||
Cash | $ 4,789 | $ 3,728 |
Prepaid expenses | 18,883 | 18,797 |
Other receivable | 2,094 | |
Total Current Assets | 25,766 | 22,525 |
Other Assets: | ||
Furniture and equipment, net of depreciation $85,626 | 2,002 | 2,250 |
Intellectual property – at cost, net of amortization 350,046 | 6,529,699 | 6,777,424 |
Other intangible assets – at cost | 975 | 975 |
Total Assets | 6,558,442 | 6,803,174 |
Current Liabilities | ||
Accounts payable and other payable | 2,270,721 | 2,197,894 |
Accrued interest payable | 161,061 | 154,412 |
Due to related party | 1,040,838 | 947,826 |
Notes payable – in default | 78,140 | 60,000 |
Convertible notes payable, net of discount $0 and $52,703 and $100,747 in default | 168,967 | 173,038 |
Other loans and payables | 5,677 | 6,383 |
Total Current Liabilities | 3,725,404 | 3,539,553 |
Total Liabilities | 3,725,404 | 3,539,553 |
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; 362,823,733 and 346,248,723 shares issued and outstanding | 3,633 | 3,437 |
Additional paid-in capital | 62,427,147 | 49,922,922 |
Stock Receivable | (795,000) | (720,000) |
Accumulated deficit | (58,901,398) | (46,050,640) |
Accumulated other comprehensive income | 98,657 | 107,902 |
Total Stockholders’ Deficit | 2,833,038 | 3,263,621 |
Total Liabilities and Stockholders’ Deficit | $ 6,558,442 | $ 6,803,174 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 85,626 | $ 85,626 |
Intellectual Property at cost net of amortization | 350,046 | 350,046 |
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 or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares, Issued | 362,823,733 | 346,248,723 |
Common Stock, Shares, Outstanding | 362,823,733 | 346,248,723 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
Professional Services | 12,554,173 | 584,551 |
General and administrative | 280,674 | 42,549 |
Total operating expenses | 12,834,847 | 627,100 |
Loss from operations | (12,834,847) | (627,100) |
Other income (expense) | ||
Other income | 4,682 | 2,191 |
Interest expense | (20,593) | (14,276) |
Total other income (expense) | (15,911) | (12,085) |
Net Income (Loss) | (12,850,758) | (639,185) |
Other Comprehensive Income | ||
Net Comprehensive Loss | $ (12,860,004) | $ (721,822) |
Income (Loss) per share: | ||
Basic and diluted | $ (0.04) | $ 0 |
Weighted average shares outstanding | 357,276,203 | 249,682,962 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) - 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, 2020 | $ 2,463 | $ 9,508,943 | $ (11,235,696) | $ 52,015 | $ (1,672,275) | |
Shares, Outstanding, Beginning Balance at Sep. 30, 2020 | 246,248,723 | |||||
Shares issued in connection with the sale of common stock | $ 15 | 84,723 | 84,738 | |||
Shares issued in connection with the sale of common stock | 1,450,000 | |||||
Stock-based compensation expense | $ 31 | 404,969 | $ 405,000 | |||
Stock-based compensation expense | 3,100,000 | |||||
Foreign currency translation adjustment | (82,637) | $ (82,637) | ||||
Net loss | (639,185) | (639,185) | ||||
Ending balance, value at Dec. 31, 2020 | $ 2,509 | 9,998,635 | (11,874,881) | (30,622) | (1,904,359) | |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 250,798,723 | |||||
Beginning balance, value at Sep. 30, 2021 | $ 3,437 | 49,922,922 | (720,000) | (46,050,640) | 107,902 | 3,263,621 |
Shares, Outstanding, Beginning Balance at Sep. 30, 2021 | 343,237,369 | |||||
Shares issued in connection with the sale of common stock | $ 12 | 121,909 | (75,000) | 46,921 | ||
Shares issued in connection with the sale of common stock | 1,200,000 | |||||
Stock-based compensation expense | $ 184 | 12,382,316 | 12,382,500 | |||
Stock-based compensation expense | 18,386,364 | |||||
Foreign currency translation adjustment | (9,246) | (9,246) | ||||
Net loss | (12,850,758) | (12,850,758) | ||||
Ending balance, value at Dec. 31, 2021 | $ 3,633 | $ 62,427,147 | $ (795,000) | $ (58,901,398) | $ 98,656 | $ 2,833,038 |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 362,823,733 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net Income (loss) | $ (12,850,758) | $ (639,185) |
Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||
Stock-based compensation | 12,382,500 | 405,000 |
Depreciation expense | 264 | 4,415 |
Amortization of intangibles | 247,725 | |
Amortization of discount | 13,943 | 5,151 |
Change in operating assets and liabilities: | ||
Accounts payable | 69,776 | 110,005 |
Accrued interest payable | 6,649 | 9,184 |
Pre-Payments | (13,247) | |
Other receivable | (2,094) | |
Due to related parties | 87,046 | 5,445 |
Net cash used in operating activities | (44,949) | (113,232) |
Cash flows from financing activities | ||
Due to Affiliates | ||
Proceeds from issuance of common stock | 46,921 | 84,738 |
Issuance of short term note payable, net of OID | 114,990 | |
Net cash from financing activities | 46,921 | 199,728 |
Effect of currency translations to cash flow | (911) | (83,242) |
Net change in cash and cash equivalents | 1,061 | 3,254 |
Beginning of period | 3,728 | 12 |
End of period | 4,789 | 3,266 |
Supplemental cash flow information | ||
Interest paid | ||
Taxes | ||
Noncash investing and financing activities: | ||
Debt discount | $ 68,220 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION These consolidated financial statements of Graphene & Solar Technologies Limited (GSTX or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with Graphene & Solar’s audited financial statements as of September 30, 2021. Going Concern 59,265,035 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, 2021 | |
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, 2021. 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, 2021. Therefore, no derivative liabilities were recorded during the quarter ended December 31, 2021. Stock-Based Compensation “Compensation - Stock Compensation,” During the quarter ended December 31, 2021, the Company issued 18,386,364 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 $ 12,382,500 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. Total stock-based compensation expense was $ 12,382,500 405,000 Foreign Currency Translations Earnings Per Share Reclassification |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 3 – NOTES PAYABLE The Company’s indebtedness as of December 31, 2021 and September 30, 2021 were as follows: Schedule of Debt Description December 31, 2021 September 30, 2021 Convertible notes $ 168,967 $ 173,038 Notes Payable $ 78,140 $ 60,000 Other loans 5,677 6,383 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, 2021 and September 30, 2021, the total promissory notes payable balance was $98,222 and $96,710 including accrued interest of $38,222 and $36,710, 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, 2021 and September 30, 2021, noteholders representing $70,747 in outstanding principal had not requested the exchange of shares of common stock. As of December 31, 2021 and September 30, 2021, the exchange obligation payable was $160,960 and $158,285 including accrued interest of $90,213 and $87,538, respectively. As of December 31, 2021 and September 30, 2021, the exchange obligation was for 48,628 shares and 47,820 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, 2021 and September 30, 2021, the total convertible note payable balance was $47,753 and $46,997, including accrued interest of $17,753 and $16,997 respectively. As of December 31, 2021 and September 30, 2021, the exchange obligation was for 95,507 shares and 93,995 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 matured 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. |
RELATED PARTY
RELATED PARTY | 3 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020, the Company incurred charges to operations of $50,914 (US) and $50,914 (US), respectively, with respect to this arrangement. As of December 31, 2021 and September 30, 2021, accrued expenses due to PGRNZ and other related parties was $ 1,040,838 947,826 During December 2021, the Company approved and issued 10,000,000 7,000,000 During the quarters ended December 31, 2021 and 2020, stock-based compensation expense relating to directors, officers, affiliates and related parties was $ 2,485,000 3,500,000 1,030,150 2,000,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Common shares were issued resulting in an increase to capital stock of $196 and an increase to Additional Paid-in Capital of $ 12,504,225 |
INTANGIBLE ASSETS_PATENTS
INTANGIBLE ASSETS/PATENTS | 3 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS/PATENTS | NOTE 6 – 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 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. Schedule of Finite Lived Intangible Assets December 31, 2021 September 30, 2021 Patents 6,879,655 6,879,655 Accumulated amortization (102,231 ) (102,231 ) Total patent costs, net 6,774,424 6,774,424 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS The Company has evaluated events occurring subsequent to December 31, 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 AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
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, 2021. |
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, 2021. Therefore, no derivative liabilities were recorded during the quarter ended December 31, 2021. |
Stock-Based Compensation | Stock-Based Compensation “Compensation - Stock Compensation,” During the quarter ended December 31, 2021, the Company issued 18,386,364 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 $ 12,382,500 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. Total stock-based compensation expense was $ 12,382,500 405,000 |
Foreign Currency Translations | Foreign Currency Translations |
Earnings Per Share | Earnings Per Share |
Reclassification | Reclassification |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Schedule of Debt Description December 31, 2021 September 30, 2021 Convertible notes $ 168,967 $ 173,038 Notes Payable $ 78,140 $ 60,000 Other loans 5,677 6,383 |
INTANGIBLE ASSETS_PATENTS (Tabl
INTANGIBLE ASSETS/PATENTS (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite Lived Intangible Assets | Schedule of Finite Lived Intangible Assets December 31, 2021 September 30, 2021 Patents 6,879,655 6,879,655 Accumulated amortization (102,231 ) (102,231 ) Total patent costs, net 6,774,424 6,774,424 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | 138 Months Ended |
Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | |
Net losses | $ 59,265,035 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Common stock granted | $ 12,382,500 | |
Stock or Unit Option Plan Expense | $ 12,382,500 | $ 405,000 |
Schedule of Notes Paybles (Deta
Schedule of Notes Paybles (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Debt Disclosure [Abstract] | ||
Convertible notes | $ 168,967 | $ 173,038 |
Notes Payable | 78,140 | 60,000 |
Other loans | $ 5,677 | $ 6,383 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Other related parties | $ 1,040,838 | $ 947,826 | |
Stock or Unit Option Plan Expense | $ 12,382,500 | $ 405,000 | |
Rod Young [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Stock issued | 10,000,000 | ||
Stock Issued During Period, Value, Employee Benefit Plan | $ 7,000,000 | ||
Director [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Stock or Unit Option Plan Expense | $ 2,485,000 | $ 1,030,150 | |
stock-based compensation, shares | 3,500,000 | 2,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Dec. 31, 2021 USD ($) |
Equity [Abstract] | |
Additional Paid in Capital, Common Stock | $ 12,504,225 |
Schedule of Finite lived Intang
Schedule of Finite lived Intangible assets (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 6,879,655 | $ 6,879,655 |
Accumulated amortization | (102,231) | (102,231) |
Total patent costs, net | $ 6,774,424 | $ 6,774,424 |