Graphene & Solar Technologies Limited (GSTX) 10-Q 28 Feb 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Dec. 31, 2018shares
Document And Entity Information
Entity Registrant Name	Graphene & Solar Technologies Ltd
Entity Central Index Key	1,497,649
Document Type	10-Q
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	238,716,484
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,019
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Ex Transition Period	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2018	Sep. 30, 2018
Current Assets:
Cash and cash equivalents	$ 93,831	$ 6,704
Total Current Assets	93,831	6,704
Other Assets:
Furniture & Equipment, net of depreciation, $4,335 and $38,278	42,473	47,155
Quartz Deposits	28,480	28,692
Total Assets	164,784	82,551
Current Liabilities:
Accounts payable	109,481	141,128
Accrued interest payable	40,111	55,673
Accrued liabilities	58,326	35,955
Short term notes payable	90,000	90,000
Due to Affiliated Parties	374,268	447,764
Notes Payable-Power Up Lending, net of discount $1,551 and $2,503	61,449	60,497
Current portion of convertible notes payable, net of discount $- and $-	70,747	70,747
Total Current Liabilities	804,381	901,765
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 and 500,000,000 shares authorized; 238,716,484 and 236,046,151 shares issued and outstanding	2,387	2,360
Additional paid-in capital	8,393,701	7,972,361
Comprehensive income	128,940	92,046
Accumulated deficit	(9,164,625)	(8,885,981)
Total stockholders' deficit	(639,596)	(819,214)
Total liabilities and stockholders' deficit	$ 164,784	$ 82,551

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2018	Sep. 30, 2018
Other Assets:
Furniture & Equipment, net of depreciation	$ 4,335	$ 38,278
Current Liabilities:
Notes Payable-Power Up Lending, net of discount	$ 1,551	$ 2,503
Stockholders' 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	238,716,484	236,046,151
Common stock, outstanding shares	238,716,484	236,046,151

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Condensed Consolidated Statements Of Operations And Other Comprehensive Income
Revenues
Operating expenses:
Professional Services	100,200	155,821
General and administrative	172,117	93,616
Total operating expenses	272,317	249,437
Loss from operations	(272,317)	(249,437)
Other income (expense)
Other income	1,434	1
Interest expense	(7,761)	(4,778)
Total other income (expense)	(6,327)	(4,777)
Net Income (Loss)	(278,644)	(254,214)
Other Comprehensive Income	36,894
Net Comprehensive Loss	$ (241,750)	$ (254,214)
Income (Loss) per share:
Basic and diluted	$ 0	$ 0
Weighted average shares outstanding	234,301,260	225,642,896

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities
Net Income (loss)	$ (278,644)	$ (254,214)
Adjustments to reconcile net income/(loss) to net cash from operating activities:
Stock-based compensation	100,200	56,248
Depreciation expense	4,335	27,714
Amortization of discount	952
Change in operating assets and liabilities:
Accounts payable	(30,868)	(58,336)
Accrued interest payable	2,653	2,654
Accrued liabilities	4,156	(6,275)
Due to related parties	(63,837)
Net cash from operating activities	(261,053)	(232,210)
Cash flows from financing activities
Due to Affiliates		165,998
Proceeds from issuance of common stock	345,000	50,674
Issuance of short term note payable		5,000
Net cash from financing activities	345,000	221,672
Effect of currency translations to cash flow	3,180
Net change in cash and cash equivalents	87,127	(10,538)
Cash and cash equivalents
Beginning of period	6,704	10,738
End of period	93,831	200
Supplemental cash flow information
Interest paid
Noncash investing and financing activities:
Debt forgiveness		$ 25,800

ORGANIZATION

ORGANIZATION	3 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
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 Solar Quartz’s audited financial statements as of September 30, 2018. Going Concern 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, 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 can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2018. 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. Stock-Based Compensation Foreign Currency Translations Earnings Per Share Reclassifications Recently Issued Accounting Pronouncements

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 3 - CONVERTIBLE NOTES PAYABLE	The Company’s indebtedness as of December 31 and September 30, 2018 were as follows: Description December 31, 2018 September 30, 2018 Convertible notes $ 70,747 $ 70,747 Notes Payable $ 90,000 $ 90,000 Note Payable-Power Up Lending $ 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 convertible notes can be converted at the discretion of the holders into common shares at $3.31/share. The Power Up Lending note bears interest at 12% and is due on May 31, 2019. The holder of the loan has the option of converting into shares 170 days after the date of the note at 55% of the average market value 20 days preceding the conversion. On December 31, 2018 the market share price was $.18. The contingent liability will be effective on January 29, 2019 and was not recorded as of December 31, 2018 as this conversion feature was not in effect on December 31, 2018. On January 29, 2019 the holder of the note did not elect to convert to shares.

RELATED PARTY

RELATED PARTY	3 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 4 - RELATED PARTY	In the fiscal year ended September 30, 2018 we reported $391,865 due to affiliated parties was eliminated from the books of Solar Quartz Technologies Limited concurrent with issuance of shares. There was also a $25,800 debt forgiveness from its affiliate, and both were charged to Additional Paid-in Capital in the year ended September 30, 2018. A partial payment of $160,000 on a debt to a related party was made in December 2018.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Dec. 31, 2018
Notes to Financial Statements
NOTE 5 - STOCKHOLDERS' EQUITY	Common shares of 2,670,000 were issued resulting in an increase to capital stock of $27 and an increase to Additional Paid-in Capital of $445,173. Of the 2,670,000 shares, 600,000 shares were issued for services valued at $100,200 and 2,070,000 shares were issued for proceeds totaling $345,000. The registration of 22,416 common shares to one of the Vanguard Energy Corporation (“VNGE”) stockholders under the acquisition agreement with Graphene & Solar Technologies Limited were made in the quarter ending December 31, 2018.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Dec. 31, 2018
Summary Of Significant Accounting Policies And Basis Of Presentation
Principles of Consolidation and Basis of Presentation	The consolidated financial statements include the accounts of Graphene & Solar Technologies Limited 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 can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2018.
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 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. However, the Company did not evaluate employee-based compensation as the Company has no employees. The Company did issue stock to vendors/consultants for services performed. 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.
Foreign Currency Translations	The functional currency of the Company’s foreign subsidiary is primarily the respective local currency. Assets and liabilities of the Company’s foreign subsidiary are translated into U.S. Dollars at the year-end exchange rate, and revenues and expenses are translated at average monthly exchange rates. Translation gains and losses are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. All other foreign currency transaction gains and losses are included in other (income) expense, net.
Earnings Per Share	Basic earnings per share have been calculated based upon the weighted-average number of common shares outstanding. Diluted earnings per share were not calculated as such potential shares would be anti-dilutive. Potential shares that could be converted into common shares at December 31, 2018 are approximately 636,364.
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 (Tab

CONVERTIBLE NOTES PAYABLE (Tables)	3 Months Ended
	Dec. 31, 2018
Convertible Notes Payable
Schedule of convertible notes payable	The Company’s indebtedness as of December 31 and September 30, 2018 were as follows: Description December 31, 2018 September 30, 2018 Convertible notes $ 70,747 $ 70,747 Notes Payable $ 90,000 $ 90,000 Note Payable-Power Up Lending $ 63,000 $ 63,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative)	3 Months Ended
	Dec. 31, 2018shares
Summary Of Significant Accounting Policies And Basis Of Presentation Details Narrative Abstract
Antidilutive securities excluded from computation of earnings per share	636,364

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2018	Sep. 30, 2018
Convertible notes	$ 70,747	$ 70,747
Notes Payable	90,000	90,000
Power Up Lending [Member]
Notes Payable	$ 63,000	$ 63,000

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details Narrative)	3 Months Ended
	Dec. 31, 2018$ / shares
Power Up Lending [Member]
Conversion description	The Power Up Lending note bears interest at 12% and is due on May 31, 2019. The holder of the loan has the option of converting into shares 170 days after the date of the note at 55% of the average market value 20 days preceding the conversion.
Market price of share	$ 0.18
Due date	May 31, 2019
Convertible Notes Payable [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
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

RELATED PARTY (Details Narrativ

RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Sep. 30, 2018
Related Party Details Narrative
Due to Affiliates from the books of SQTL			$ 391,865
Debt forgiveness		$ 25,800
Due to related party	$ 160,000

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Common stock shares issued	2,670,000
Increase of common stock	$ 27
increase of Additional paid-in capital	$ 445,173
Stock issued for services during period, shares	600,000
Stock issued for services during period, amount	$ 100,200
Stock issued during period new issuance	2,070,000
Proceeds from issuance of common stock	$ 345,000	$ 50,674
Common Stock | Vanguard Energy Corporation [Member]
Stock issued during period new issuance	22,416