Graphene & Solar Technologies Limited (GSTX) 10-Q 20 Aug 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2018	Aug. 20, 2018
Document And Entity Information
Entity Registrant Name	SOLAR QUARTZ TECHNOLOGIES CORPORATION
Entity Central Index Key	1,497,649
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		235,884,815
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Current Assets:
Cash and cash equivalents	$ 28	$ 10,738
Due from SQTL
Due from SQTX
Due from affiliates	27,638	26,890
Total Current Assets	27,666	37,628
Other Assets:
Furniture, Fixtures & Equipment (Net)	52,798	92,653
Quartz Deposits	30,102	30,000
Total Assets	110,566	160,280
Current Liabilities:
Accounts payable	231,910	364,101
Accounts payable - related party	295,754
Accrued interest payable	53,019	45,060
Accrued liabilities to related party	32,711	26,011
Short term notes payable	90,000	85,000
Due to Affiliates	424,048	418,755
Current portion of notes payable	70,747	70,747
Total Current Liabilities	1,198,189	1,009,674
Stockholders' Deficit:
Preferred stock, $0.00001 par value, 10,000,000 shares authorized; none issued or outstanding
Common Stock, $0.00001 par value, 500,000,000 shares authorized; 235,884,815 and 224,426,229 shares issued and outstanding	2,359	2,245
Additional paid-in capital	7,533,947	5,888,210
Accumulated deficit	(8,693,671)	(6,739,849)
Other comprehensive income	69,742
Total stockholders' deficit	(1,087,623)	(849,394)
Total liabilities and stockholders' deficit	$ 110,566	$ 160,280

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2018	Sep. 30, 2017
Shareholders Deficit
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, authorized shares	10,000,000	10,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, authorized shares	500,000,000	500,000,000
Common stock, issued shares	235,884,815	224,426,229
Common stock, outstanding shares	235,884,815	224,426,229

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Consolidated Statements Of Operations
Revenues	$ 0	$ 0	$ 1	$ 0
Costs and expenses
Professional Services	235,833		1,757,702
General and administrative	16,156	3,788	183,327	12,522
Total costs and expenses	251,989	3,788	1,941,029	(12,522)
Loss from operations	(251,989)	(3,788)	(1,941,029)	(12,522)
Other income (expense)
Other income	1,665	27		27
Interest income	(1)		1,665
Interest expense	(2,653)	(2,653)	(7,959)	(7,959)
Other interest costs	(2,250)	(2,125)	(6,500)	(6,375)
Total other income (expense)	(3,239)	(4,751)	(12,794)	(14,307)
Net loss	(255,228)	(8,539)	(1,953,823)	(26,829)
Currency Translation Adjustment	69,742		69,742
Comprehensive loss	$ (185,486)	$ (8,539)	$ (1,884,081)	$ (26,829)
Loss per share:
Basic and diluted	$ 0	$ (0.01)	$ 0	$ (0.03)
Weighted average shares outstanding	235,012,370	1,002,134	229,768,805	1,002,134

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows from operating activities
Net loss	$ (1,884,081)	$ (26,829)
Adjustments to reconcile net loss To net cash used in operating activities:
Depreciation	39,855
Stock based compensation	1,443,749
Change in operating assets and liabilities:
Other assets	(102)	966
Accounts payable	(132,912)	11,560
Accrued interest payable	7,959	7,959
Accrued liabilities	6,700	6,375
Accrued compensation	295,754
Other liabilities	30,345
Net cash provided by (used in) operating activities	(192,013)	31
Cash flows from financing activities
Issuance of common stock for cash	176,003
Issuance of short term note payable	5,000
Net cash from financing activities	181,303
Net change in cash and equivalents	(10,710)	31
Cash and cash equivalents
Beginning of period	10,738	35
End of period	28	66
Supplement cash flow information Noncash financing activities
Issuance of shares to Vanguard shareholders	2
Cash paid for interest expense
Cash paid for income taxes

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 1 - BASIS OF PRESENTATION	These consolidated financial statements of Solar Quartz Technologies Corporation (Solar Quartz or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with Solar Quartz’s audited financial statements as of September 30, 2017. Going Concern Future issuances of the Company's equity or debt securities will be required in order 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 aforementioned uncertainties.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	9 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
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 follows. Use of Estimates - Significant estimates include but are not limited to the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Stock-Based Compensation Earnings Per Share Reclassifications Recently Issued Accounting Pronouncements

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 3 - CONVERTIBLE NOTES PAYABLE	The Company’s indebtedness as of June 30, 2018 and September 30, 2017 were as follows: Description June 30, 2018 September 30, 2017 Convertible notes $ 70,747 $ 70,747 Notes Payable $ 90,000 $ 85,000 The notes payable bear interest at 10% and are due on demand. The convertible notes bear interest at 15% and are also due on demand. The principal and accrued interest of these notes can be converted at the discretion of the holders into common shares at $3.31/share.

RELATED PARTY

RELATED PARTY	9 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 4 - RELATED PARTY	In the fiscal year ended September 30, 2017 we reported $418,755 due to affiliated parties that was an obligation on the books of Solar Quartz Technologies Limited upon its acquisition. That amount on June 30, 2018 was $424,048, represented by an increase on the books of Solar Quartz Technologies Limited (SQTL) to its affiliate, Australian Oil and Gas Holdings, Inc. (AOGH) the owner of nearly 95% of the shares of the Company and the CEO of Solar Quartz Technologies. Receivables from AOGH reported in the fiscal year ended September 30, 2017 was $26,890, increasing to $27,638 at June 30, 2018. As of June 30, 2018, and September 30, 2017 the Company had accounts payable of $295,754 and $0, respectively, to directors of the Company for accrued consulting fees and compensation.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 5 - STOCKHOLDERS' EQUITY	2,000,334 common shares were issued for $176,303 in cash during the nine months ended June 30, 2018, resulting in an increase to Common Stock of $13 and Additional Paid-in Capital of $176,290. 10,000,000 shares of common stock were issued for services provided by members of board of directors and associated parties; which resulted in an increase of Common Stock of $101 and Additional Paid-in Capital of $1,443,648. 208,252 shares of common stock were issued to Vanguard shareholders who held all of the shares of the company prior to the acquisition in July 2017 of Solar Quartz Technologies Limited in order to adjust their respective holdings to reflect the terms of the acquisition agreement. This resulted in an increase in common stock of $2 and a reduction in Additional Paid-in Capital of $2.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 6 – SUBSEQUENT EVENTS	On August 13, 2018 the Company entered into a convertible note payable with a third party for the amount of $63,000, the note bears interest of 12% and is due May 30, 2019. Conversion price to be 55% of the lowest trading price during the 20 days prior to the latest trading day prior to conversion date. The Company is evaluating the accounting for the apparent imbedded derivative liability included in this note but as of the date these financial statements were released, has not completed that evaluation.

SUMMARY OF SIGNIFICANT ACCOUN12

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Jun. 30, 2018
Summary Of Significant Accounting Policies And Basis Of Presentation Policies
Principles of Consolidation and Basis of Presentation	The consolidated financial statements include the accounts of Solar Quartz Technologies Corporation and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. 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 follows.
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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include but are not limited to the estimate of percentage of completion on construction contracts in progress at each reporting period which we rely on as a primary basis of revenue recognition, estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities.
Stock-Based Compensation	The Company accounts for employee stock-based compensation using the fair value method. The fair value attributable to stock options is calculated based on the Black-Scholes option pricing model and is amortized to expense over the service period which is equivalent to the time required to vest the stock options.
Earnings Per Share	Basic earnings per share have been calculated based upon the weighted-average number of common shares outstanding. Diluted earnings per share have been calculated based upon the weighted-average number of common and potential shares.
Reclassifications	Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.
Recently Issued Accounting Pronouncements	Various accounting standards updates have been recently issued, most of which represented technical corrections to the accounting literature or were applicable to specific industries. Recently accounting pronouncements have been issued that are likely to have a material impact to the Company’s consolidated financial statements. These include accounting standards as they apply to leases. The Company will treat its development of mineral rights under standards for operating leases commonly applied in mineral extraction industries.

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	9 Months Ended
	Jun. 30, 2018
Convertible Notes Payable Tables
CONVERTIBLE NOTES PAYABLE	Description June 30, 2018 September 30, 2017 Convertible notes $ 70,747 $ 70,747 Notes Payable $ 90,000 $ 85,000

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Convertible Notes Payable Details
Convertible notes	$ 70,747	$ 70,747
Notes Payable	$ 90,000	$ 85,000

CONVERTIBLE NOTES PAYABLE (De15

CONVERTIBLE NOTES PAYABLE (Details Narrative)	9 Months Ended
	Jun. 30, 2018
Conversion description	The principal and accrued interest of these notes can be converted at the discretion of the holders into common shares at $3.31/share.
Notes Payable [Member]
Interest rate	10.00%
Convertible notes [Member]
Interest rate	15.00%

RELATED PARTY (Details Narrativ

RELATED PARTY (Details Narrative) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Due to Affiliates	$ 424,048	$ 418,755
Accounts payable - related party	295,754
AOGH [Member]
Due from Affiliates	$ 27,638	26,890
Ownership percentage	95.00%
Directors [Member]
Accounts payable - related party	$ 295,754

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative)	9 Months Ended
	Jun. 30, 2018USD ($)shares
Stock issued during the period new issuance | shares	2,000,334
Proceeds from issuance of common stock	$ 176,303
Increase of common stock	13
increase of Additional paid-in capital	$ 176,290
Common Stock | Vanguard shareholders [Member]
Stock issued for services during period, Shares | shares	208,252
Increase of common stock	$ 2
increase of Additional paid-in capital	$ 2
Common Stock | Board of directors [Member]
Stock issued for services during period, Shares | shares	10,000,000
Increase of common stock	$ 101
increase of Additional paid-in capital	$ 1,443,648

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Third party [Member]	Aug. 13, 2018USD ($)
Convertible note payable	$ 63,000
Interest rate	12.00%
Maturity date	May 30, 2019
Conversion price description	Conversion price to be 55% of the lowest trading price during the 20 days prior to the latest trading day prior to conversion date.