Graphene & Solar Technologies Limited (GSTX) 10-Q 29 Jul 22 2022 Q1 Quarterly report Financial data

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