Document and Entity Information
Document and Entity Information | 12 Months Ended |
Sep. 30, 2018USD ($)shares | |
Document And Entity Information | |
Entity Registrant Name | SOLAR QUARTZ TECHNOLOGIES CORPORATION |
Entity Central Index Key | 1,497,649 |
Document Type | 10-K |
Document Period End Date | Sep. 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 | No |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | shares | 236,046,151 |
Entity Public Float | $ | $ 11,350,152 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,018 |
Entity Emerging Growth Company | false |
Entity Small Business | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 6,704 | $ 10,738 |
Due from Affiliate | 26,889 | |
Total Current Assets | 6,704 | 37,627 |
Other Assets: | ||
Furniture & Equipment, net of depreciation, $38,276 and $0.00 | 47,154 | 92,653 |
Quartz Deposits | 28,692 | 30,000 |
Total assets | 82,550 | 160,280 |
Current Liabilities: | ||
Accounts payable | 141,128 | 364,009 |
Accrued interest payable | 55,673 | 45,060 |
Accrued liabilities | 35,955 | 26,011 |
Short term notes payable | 90,000 | 85,000 |
Other liabilities | 92 | |
Due to Affiliated Parties | 447,764 | 418,755 |
Other notes payable, net of discount $2,503 | 60,497 | |
Current portion of notes payable, net of discount $- and $- | 70,747 | 70,747 |
Total Current Liabilities | 901,764 | 1,009,674 |
Stockholders' Deficit | ||
Preferred stock, $0.00001 par value; 50,000,000 shares authorized; none issued or outstanding | ||
Common stock, $0.00001 par value; 500,000,000 and 50,000,000 shares authorized; 236,046,151 and 224,426,229 shares issued and outstanding | 2,360 | 2,245 |
Additional paid-in capital | 7,972,361 | 5,888,210 |
Accumulated deficit | (8,885,981) | (6,739,849) |
Accumulated other comprehensive earnings | 92,046 | |
Total Stockholders' Deficit | (819,214) | (849,394) |
Total Liabilities and Stockholders' Deficit | $ 82,550 | $ 160,280 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Other Assets: | ||
Depreciation | $ 38,276 | $ 0 |
Current Liabilities: | ||
Other notes payable, discount | $ 2,503 | |
Stockholders' Deficit | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 |
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 | 50,000,000 |
Common stock, issued shares | 236,046,151 | 224,426,229 |
Common stock, outstanding shares | 236,046,151 | 224,426,229 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses: | ||
Professional Services | 1,802,058 | 95,905 |
General and administrative | 323,221 | 46,929 |
Total Operating Expenses | 2,125,279 | 142,834 |
Loss from Operations | (2,125,279) | (142,834) |
Other Income (Expenses) | ||
Interest expense | (20,853) | (17,488) |
Total Other Income (Expenses) | (20,853) | (17,488) |
Net (Loss) | (2,146,132) | (160,322) |
Other comprehensive gain – translation adjustment | 92,046 | |
Net Comprehensive Loss | $ (2,054,086) | $ (160,322) |
Income (Loss) per share: | ||
Basic and diluted | $ (0.01) | $ 0 |
Weighted average shares outstanding | 231,311,252 | 36,569,260 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Comprehensive Earnings | Accumulated Deficit | Total |
Beginning Balance, Shares at Sep. 30, 2016 | 1,002,134 | ||||
Beginning Balance, Amount at Sep. 30, 2016 | $ 11 | $ 6,319,911 | $ (6,579,527) | $ (259,605) | |
Issuance of shares for asset acquisition, Shares | 223,424,095 | ||||
Issuance of shares for asset acquisition, Amount | $ 2,234 | (431,601) | (429,467) | ||
Net Income | (160,322) | (160,322) | |||
Ending Balance, Shares at Sep. 30, 2017 | 224,426,229 | ||||
Ending Balance, Amount at Sep. 30, 2017 | $ 2,245 | 5,888,210 | (6,739,849) | (849,394) | |
Issuance of shares for asset acquisition, Amount | 23 | ||||
Issuance of shares to management, Shares | 8,200,000 | ||||
Issuance of shares to management, Amount | $ 82 | 1,206,330 | 1,206,412 | ||
Sale of shares, Shares | 3,369,922 | ||||
Sale of shares, Amount | $ 33 | 378,570 | 378,603 | ||
Related party debt forgiveness | 438,521 | 438,521 | |||
Issuance of shares for debt, Shares | 50,000 | ||||
Issuance of shares for debt, Amount | 60,730 | 60,730 | |||
Comprehensive gain currency translation | 92,046 | 92,046 | |||
Net Income | (2,146,132) | (2,146,132) | |||
Ending Balance, Shares at Sep. 30, 2018 | 236,046,151 | ||||
Ending Balance, Amount at Sep. 30, 2018 | $ 2,360 | $ 7,972,361 | $ 92,046 | $ (8,701,889) | $ (819,214) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net Income (loss) | $ (2,146,132) | $ (160,322) |
Share based compensation | 1,206,412 | |
Depreciation expense | 38,278 | |
Other comprehensive gain translation adjustment | 92,046 | |
Change in operating assets and liabilities: | ||
Other Receivables | 966 | |
Accounts payable | (222,880) | 35,455 |
Accrued interest payable | 10,613 | 9,016 |
Accrued professional fees related party | 555,150 | (14,436) |
Accrued liabilities | 9,944 | 8,500 |
Due to/from Affiliate | ||
Other liabilities | (92) | |
Net cash from operating activities | (456,661) | (120,822) |
Cash flows from investing activities | ||
Purchases of Furniture & Equipment | (4,103) | |
Net cash from investing activities | (4,103) | |
Cash flows from financing activities | ||
Issuance of common stock | 378,603 | 148 |
Due to Affiliates | 73,157 | |
Proceeds from Convertible notes | 60,497 | |
Proceeds from short-term loans | 5,000 | |
Net cash from financing activities | 444,100 | 73,305 |
Effect of Exchange rate in cash | 8,527 | |
Net change in cash and cash equivalents | (4,034) | (51,620) |
Cash and cash equivalents | ||
Beginning of period | 10,738 | 62,358 |
End of period | 6,704 | 10,738 |
Supplemental cash flow information Non-cash investing and financing activities: | ||
Non-cash Investment in subsidiary | 2,134 | |
Debt forgiveness from Related Party | 438,251 | |
Issuance of shares for debts | $ 60,730 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION | We were incorporated in Colorado on June 21, 2010 as Vanguard Energy Corporation (Vanguard) (currently known as Graphene & Solar Technologies, Limited) and until June 2014 were involved in the exploration and development of oil and gas properties in southeast Texas. We were never able to earn a profit and in January of 2013 we began investigating the possibility of selling our oil and gas properties. The sale of our oil and gas properties represented the sale of substantially all our assets in June of 2014. The following history of events describes how the current entity Graphene & Solar Technologies Limited (formerly known as Solar Quartz Technology Corporation) acquired its subsidiary Solar Quartz Technologies Limited (SQTNZ) and all entities described below other than Vanguard were entities under common control. On June 20, 2016, SQTNZ agreed to acquire Solar Quartz Technologies Pte. Ltd., A Singapore Corporation, (SQTSG) in a transfer of shares or a swap for 122 shares (100%). SQTSG (formerly known as Auzsolar Pte. Ltd.) held ownership of quartz mineral rights. On October 1, 2016, Australian Oil and Gas Holdings, Inc., our parent company, (AOGH), (formerly known as Anasazi Energy Corporation (ANSZ) and subsequently known as Solar Quartz Technologies, Inc. (SQTI)), entered into a Reorganization and Stock Purchase Agreement and acquired Solar Quartz Technologies Limited., a New Zealand Corporation, (SQTNZ). AOGH issued 201,182,000 shares (95%) in exchange for 100% of SQTNZ shares outstanding. On July 1, 2017, Vanguard acquired SQTNZ from SQTI in a share exchange wherein Vanguard issued 213,402,755 new shares of common stock to SQTI in exchange for 122 (100%) of the common shares of SQTNZ. The assets acquired in this exchange were reflected in our financial statements at SQTI’s historical cost basis of $30,000 as it was considered an acquisition of assets from entities under common control. The issuance of these shares was equivalent to 95% of the Company's shares issued, as we committed to issue an additional 10,021,224 shares to those holders of our common stock immediately prior to the acquisition. These actions resulted in a total of 224,426,229 shares outstanding. SQTNZ is a corporation that has no prior business activity other than being the title owner of the exclusive mining and development rights for two High Purity Quartz (HPQ) deposits known as Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. HPQS is an essential primary material for the manufacture of: Photo-Voltaic (PV) solar panels; Semiconductors; all High-end Electronic products; Fiber Optical cables; Halogen Lamps; HD and LCD television screens; and Epoxy Mounding Compounds (EMC). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 12 Months Ended |
Sep. 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. Cash and Cash Equivalents Debt Issuance Costs Conversion Feature Liability Stock-Based Compensation Income Taxes Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company is required to file federal income tax returns in the United States and in various state and local jurisdictions. The Company's tax returns filed since inception are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction. Earnings Per Share Business Combinations Reclassifications Recently Issued Accounting Pronouncements Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used in determining fair value are classified for disclosure purposes according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair-value-measurement hierarchy are as follows: · Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2—Inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3—Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. In determining fair value, the Company utilizes observable market data when available, or models that incorporate observable market data. In addition to market information, the Company incorporates transaction-specific details that, in management's judgment, market participants would take into account in measuring fair value. The Company utilizes the most observable inputs available for the valuation technique employed. If a fair value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement of both financial and nonfinancial assets and liabilities are characterized based upon the lowest level of input that is significant to the fair value measurement. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 3 - GOING CONCERN | The sale of the Company’s oil and gas properties raised substantial doubt of the Company to continue as a going concern. The Company also has an accumulated deficit at this point and has experienced net losses for the most part throughout its history. The Company will need additional financing to continue its operations over the next twelve months, and while management believes it will secure such financing, there can be no guarantee that it will occur. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. |
REORGANIZATION
REORGANIZATION | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 4 - REORGANIZATION | On July 1, 2017, the Company acquired all of the shares of Solar Quartz Technologies Limited, a company incorporated in New Zealand (“SQTNZ”) and has recorded it as reorganization of entities under common control . SQTNZ is a corporation that has no prior business activity other than being the title owner of the exclusive mining and development rights for two High Purity Quartz (HPQ) deposits known as Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. HPQS is an essential primary material for the manufacture of: Photo-Voltaic (PV) solar panels; Semiconductors; all High-end Electronic products; Fiber Optical cables; Halogen Lamps; HD and LCD television screens; and Epoxy Mounding Compounds (EMC). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 5 - INCOME TAXES | The Company operates in the United States; accordingly, federal and state income taxes have been provided based upon the tax laws and rates of the U.S. The Company has incurred losses since inception and, accordingly has a net operating loss carry forward as of September 30, 2017, of approximately $5,916,688. Since the Company has, on a cumulative basis, experienced net losses for tax purposes, the provisions for income taxes consists of the following: Description 2018 2017 Tax provision at expected tax rate (35%) $ (586,160 ) $ (574,296 ) Increase (decrease) to valuation allowance 586,160 574,296 Income tax provision $ - $ - |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 6 - STOCKHOLDERS' EQUITY | Preferred Stock Common Stock · Common shares of 23,025 were issued in conjunction with the settlement of debt during the year ended September 30, 2016, resulting in increases to common stock of $1, and additional paid-in capital of $22. · Common shares of 223,424,095 were issued for the purchase of Solar Quartz Technologies Limited (New Zealand) during the year ended September 30, 2017, resulting in increases to common stock of $2,234, and paid-in capital of ($431,701). · Common shares of 8,200,000 were issued to management resulting in an increase common stock of $82 and additional paid-in capital of $1,206,330. · Sale of common shares of 3,3369,922 resulted increase of common stock of $33 and to additional paid-in capital of $378,570 · Related party debt forgiveness resulted in an increase to additional paid in capital of $438,520 · Issuance of shares for debt resulted in an increase to shares of 50,000 and an increase to additional paid in capital of $60,730. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 7 - STOCK-BASED COMPENSATION | On January 10, 2011, the Board of Directors approved a Non-Qualified Stock Option Plan (the "Plan") which authorizes the issuance of up to 1,500,000 shares of Company common stock to persons that exercise options granted pursuant to the Plan. The Company's employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided however, that bona fide services must be rendered by such consultants or advisors, and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. In fiscal year ending September 30, 2018, 8,200,000 were issued to management for services provided. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 8 - COMMITMENTS AND CONTINGENCIES | Office Lease The Power Up convertible note referred to in Note 9 includes a conversion feature which only goes into effect upon default wherein the note can be converted into share of common stock at 55% of the average market value 20 days preceding the conversion date. This conversion feature represents a contingent liability as of September 30, 2018. As of the date these financial statements were available to be issued January 18, 2019. Because the Form 10Q will be filed late, this note is probably in default although the lender has not notified the Company of an event of default. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 9 - CONVERTIBLE NOTES PAYABLE | The Company’s material future contractual obligations by fiscal year as of September 30, 2018 were as follows: Total 2018 Thereafter Convertible notes $ 70,747 $ 70,747 - Notes Payable $ 90,000 $ 90,000 - Power Up loan payable $ 63,000 $ 63,000 - 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. The Power Up loan bears interest at 12% and has the option of converting the debt into shares 170 days after the date of the note at 55% of the average market value 20 days preceding the conversion date. On December 31, 2018 the market share price was $.18. The Company has contractual capital commitments outstanding in the principal balance of $70,474 at September 30, 2017. Accrued interest of $55,672 is due in addition to the principal balance of the Convertible notes. |
RELATED PARTY
RELATED PARTY | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 10 - RELATED PARTY | As of September 30, 2017, the amount due from affiliates was $26,890 and due to affiliates was $418,755. The entire amount was taken over from SQTNZ which essentially came from shareholders of Australian Oil and Gas Holdings Inc. During the fiscal year ending September 30, 2018 Australian Oil and Gas Holdings, Inc. forgave the debt and receivable producing a net gain to the Company of $391,785. In July, 2017 SQTNZ entered into an agreement with PGRNZ to provide services to SQTNZ at the rate of A$75,000 per quarter for a period of 36 months with provision to extent for an additional 12 month. In July 2016 SQTL entered into an agreement with Global Digital Solutions PTY LTD to provide services to SQTL at a rate of $13,500 per month for a period of 12 months to be renewed annually, current amendment commencing January 1, 2018. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS | The following table summarizes the financial liabilities measured at fair value on a recurring basis as of September 30, 2018 and 2017: Description Level September 30, 2018 September 30, 2016 Convertible Notes 1 $ 70,474 $ 70,474 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 12 - SUBSEQUENT EVENTS | The Company has evaluated subsequent events through January 18, 2019, the date these financial statements were available to be released. The only event requiring disclosure is the continent liability associated with the default of the Power Up note reference in Note 8. The fact that the conversion option available in the event of default is at 55% of the average market value 20 days preceding the conversion date, this represent an embedded derivative. The Company has not evaluated the effect of accounting for this liability at fair market value as of January 18, 2019, the date these financial statements were available for issuance. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
Summary Of Significant Accounting Policies Policies | |
Principles of Consolidation and Basis of Presentation | The consolidated financial statements include the accounts of Graphene & Solar Technologies Limited (formerly known as 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. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments purchased with a maturity date of three months or less to be cash equivalents. |
Debt Issuance Costs | Costs incurred in connection with the issuance of short-term debt are amortized over the term of the related debt and netted against the liability. |
Conversion Feature Liability | The Note payable issued to Power Up Lending has a contingent liability which will become effective 170 days from the date of the loan (August 13, 2018). The conversion option may be exercised after 170 days at a market price based on the average 20 days from the date of the conversion. The contingent liability was not record as this conversion feature was not in effect on September 30, 2018, the end of the fiscal year. |
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. |
Income Taxes | Income taxes are provided based on the liability method for financial reporting purposes. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company is required to file federal income tax returns in the United States and in various state and local jurisdictions. The Company's tax returns filed since inception are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction. |
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. |
Business Combinations | The Company follows the provisions of ASC 805 in accounting for business combinations. Acquisitions under common control are accounted for using the carryover basis of any assets from the acquired company. |
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. |
Fair Value Measurements | The carrying value of cash and cash equivalents, accounts receivable, and accounts payable, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. The estimated fair value of long-term debt was determined by discounting future cash flows using rates currently available to the Company for debt with similar terms and remaining maturities. The Company calculated that the estimated fair value of the long-term debt is not significantly different than the carrying value of the debt. Fair value is defined as the price that would be received to sell an asset or price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used in determining fair value are classified for disclosure purposes according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair-value-measurement hierarchy are as follows: · Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2—Inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3—Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. In determining fair value, the Company utilizes observable market data when available, or models that incorporate observable market data. In addition to market information, the Company incorporates transaction-specific details that, in management's judgment, market participants would take into account in measuring fair value. The Company utilizes the most observable inputs available for the valuation technique employed. If a fair value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement of both financial and nonfinancial assets and liabilities are characterized based upon the lowest level of input that is significant to the fair value measurement. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Income Taxes Tables | |
Schedule for the provision for income taxes | Description 2018 2017 Tax provision at expected tax rate (35%) $ (586,160 ) $ (574,296 ) Increase (decrease) to valuation allowance 586,160 574,296 Income tax provision $ - $ - |
CONVERTIBLE NOTES PAYABLE (Tab
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Convertible Notes Payable | |
Schedule of Contractual Obligation | The Company’s material future contractual obligations by fiscal year as of September 30, 2018 were as follows: Total 2018 Thereafter Convertible notes $ 70,747 $ 70,747 - Notes Payable $ 90,000 $ 90,000 - Power Up loan payable $ 63,000 $ 63,000 - |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Fair Value Of Financial Instruments Tables | |
Schedule of financial liabilities measured at fair value | The following table summarizes the financial liabilities measured at fair value on a recurring basis as of September 30, 2018 and 2017: Description Level September 30, 2018 September 30, 2016 Convertible Notes 1 $ 70,474 $ 70,474 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
State of Incorporation | Colorado | |
Date of incorporation | Jun. 21, 2010 | |
Shares issued | 236,046,151 | 224,426,229 |
Common stock, outstanding shares | 236,046,151 | 224,426,229 |
SQTNZ [Member] | On July 1, 2017 [Member] | ||
Shares issued | 224,426,229 | |
Business acquisition consideration transferred, shares issued by Vanguard | 213,402,755 | |
Ownership interest acquired by Vanguard | 100.00% | |
Business acquisition, shares acquired from SQTI by Vanguard | 122 | |
Business acquisition shares issued or issuable, percentage from SQTI by Vanguard | 95.00% | |
Additional common stock shares reserved for future issuance | 10,021,224 | |
Acquisition of assets | $ 30,000 | |
Common stock, outstanding shares | 224,426,229 | |
SQTNZ [Member] | On October 1, 2016 [Member] | ||
Business acquisition consideration transferred, shares issued by AOGH | 201,182,000 | |
Business acquisition shares issued, percentage of outstanding shares by AOGH | 95.00% | |
Ownership interest acquired by AOGH | 100.00% | |
SQTSG [Member] | On June 20, 2016 [Member] | ||
Business acquisition, shares acquired by SQTNZ | 122 | |
Ownership interest acquired by SQTNZ | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Description for terms of conversion feature | Note payable issued to Power Up Lending has a contingent liability which will become effective 170 days from the date of the loan (August 13, 2018). The conversion option may be exercised after 170 days at a market price based on the average 20 days from the date of the conversion |
REORGANIZATION (Details Narrati
REORGANIZATION (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Common stock, outstanding shares | 236,046,151 | 224,426,229 |
SQTNZ [Member] | On July 1, 2017 [Member] | ||
Business acquisition consideration transferred, shares issued | 213,402,755 | |
Ownership interest acquired | 100.00% | |
Business acquisition, shares acquired from SQTI | 122 | |
Business acquisition shares issued or issuable, percentage from SQTI | 95.00% | |
Additional common stock shares reserved for future issuance | 10,021,224 | |
Acquisition of assets | $ 30,000 | |
Common stock, outstanding shares | 224,426,229 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Taxes Details | ||
Tax provision at expected tax rate (35%) | $ (586,160) | $ (574,296) |
Increase (decrease) to valuation allowance | 586,160 | 574,296 |
Income tax provision |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Sep. 30, 2018USD ($) |
Income Taxes Details Narrative | |
Operating loss carry forward, net | $ 5,916,688 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Jun. 30, 2017 | |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 | 10,000,000 | 5,000,000 | |
Common stock, authorized shares | 500,000,000 | 50,000,000 | 500,000,000 | 100,000,000 | |
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Issuance of shares for asset acquisition, Amount | $ 23 | $ (429,467) | |||
Issuance of shares to management, Amount | 1,206,412 | ||||
Related party debt forgiveness | 438,521 | ||||
Issuance of shares for debt, Amount | 60,730 | ||||
Additional Paid-In Capital | |||||
Issuance of shares for debt settlement, Amount | $ 22 | ||||
Issuance of shares for asset acquisition, Amount | $ (431,601) | ||||
Issuance of shares to management, Amount | 1,206,330 | ||||
Sale of shares, Amount | 378,570 | ||||
Related party debt forgiveness | 438,521 | ||||
Issuance of shares for debt, Amount | $ 60,730 | ||||
Common Stock | |||||
Issuance of shares for debt settlement, Shares | 23,025 | ||||
Issuance of shares for debt settlement, Amount | $ 1 | ||||
Issuance of shares for asset acquisition, Shares | 223,424,095 | ||||
Issuance of shares for asset acquisition, Amount | $ 2,234 | ||||
Issuance of shares to management, Shares | 8,200,000 | ||||
Issuance of shares to management, Amount | $ 82 | ||||
Sale of shares, Shares | 3,369,922 | ||||
Sale of shares, Amount | $ 33 | ||||
Related party debt forgiveness | |||||
Issuance of shares for debt, Shares | 50,000 | ||||
Issuance of shares for debt, Amount |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - shares | 12 Months Ended | |
Sep. 30, 2018 | Jan. 10, 2011 | |
Common Stock | ||
Issuance of shares to management, Shares | 8,200,000 | |
Non-Qualified Stock Option Plan [Member] | Maximum [Member] | ||
Common stock shares issuable upon exercise of options | 1,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Description for terms of conversion feature | Note payable issued to Power Up Lending has a contingent liability which will become effective 170 days from the date of the loan (August 13, 2018). The conversion option may be exercised after 170 days at a market price based on the average 20 days from the date of the conversion |
Power Up convertible note [Member] | |
Description for terms of conversion feature | Conversion feature which only goes into effect upon default wherein the note can be converted into share of common stock at 55% of the average market value 20 days preceding the conversion date |
Woodlands, Texas [Member] | |
Office Lease periodic payments | $ 149 |
Frequency of periodic payments | Monthly |
Lease description | The Company leases a virtual office lease in Beverly Hills, California until June 30, 2019 at $149 per month |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) | Sep. 30, 2018USD ($) |
Convertible notes [Member] | |
2,017 | $ 70,747 |
Thereafter | |
Total | 70,747 |
Notes Payable [Member] | |
2,017 | 90,000 |
Thereafter | |
Total | 90,000 |
Power Up loan payable [Member] | |
2,017 | 63,000 |
Total | $ 63,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2018 | Sep. 30, 2017 | |
Contractual capital | $ 70,474 | ||
Accrued interest payable | $ 55,673 | $ 45,060 | |
Power Up loan payable [Member] | |||
Interest rate | 12.00% | ||
Conversion description | The Power Up loan bears interest at 12% and has the option of converting the debt into shares 170 days after the date of the note at 55% of the average market value 20 days preceding the conversion date | ||
Notes Payable [Member] | |||
Interest rate | 10.00% | ||
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 | ||
Convertible notes [Member] | |||
Interest rate | 15.00% | ||
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 | ||
Subsequent Event [Member] | Power Up loan payable [Member] | |||
Market price of share | $ 0.18 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Sep. 30, 2018 | |
Due from Affiliates | $ 26,890 | ||
Due to Affiliates | 418,755 | ||
Periodic amount payable by SQTNZ to PGRNZ for services to be rendered under agreement | $ 75,000 | ||
Frequency of periodic payment payable by SQTNZ to PGRNZ | Quarterly | ||
Term of periodic payments payable by SQTNZ to PGRNZ | 36 months | ||
Description for the extension of the term of amount payable by SQTNZ to PGRNZ | Provision to extent for an additional 12 months | ||
Periodic amount payable by SQTL to Global Digital for services to be rendered under agreement | $ 13,500 | ||
Frequency of periodic payment payable by SQTL to Global Digital | Monthly | ||
Term of periodic payments payable by SQTL to Global Digital | 12 months | ||
Description for the extension of the term of amount payable by SQTL to Global Digital | To be renewed annually | ||
Australian Oil and Gas Holdings, Inc. [Member] | |||
Debt and receivables forgiven by a related party | $ 391,785 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Level 1 [Member] | ||
Convertible Notes | $ 70,474 | $ 70,474 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | 12 Months Ended |
Jan. 18, 2019 | Sep. 30, 2018 | |
Description for terms of conversion feature | Note payable issued to Power Up Lending has a contingent liability which will become effective 170 days from the date of the loan (August 13, 2018). The conversion option may be exercised after 170 days at a market price based on the average 20 days from the date of the conversion | |
Power Up convertible note [Member] | ||
Description for terms of conversion feature | Conversion feature which only goes into effect upon default wherein the note can be converted into share of common stock at 55% of the average market value 20 days preceding the conversion date | |
Subsequent Event [Member] | Power Up convertible note [Member] | ||
Description for terms of conversion feature | The conversion option available in the event of default is at 55% of the average market value 20 days preceding the conversion date, this represent an embedded derivative |