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. |