Graphene & Solar Technologies Limited (GSTX) 10-Q 21 May 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Mar. 31, 2019shares
Document And Entity Information
Entity Registrant Name	Graphene & Solar Technologies Ltd
Entity Central Index Key	0001497649
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
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	238,861,939
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Current Assets:
Cash and cash equivalents	$ 16,802	$ 6,704
Prepaid Legal	9,997
Total Current Assets	26,799	6,704
Other Assets:
Furniture & Equipment-net of depreciation, $46,277 and $38,278	37,992	47,155
Quartz Deposits	30,000	28,692
Total Assets	94,791	82,551
Current Liabilities:
Accounts payable	121,021	141,128
Accrued interest payable	105,156	91,629
Short term notes payable	90,000	90,000
Due to Affiliated Parties	488,218	447,764
Note Payable-Power Up Lending, net of discount $28,174 and $1,551	22,826	60,497
Derivative Liability	42,747
Current portion of notes payable	70,747	70,747
Total Current Liabilities	940,715	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 shares authorized; 238,861,939 and 236,046,151 shares issued and outstanding	2,389	2,360
Additional paid-in capital	8,425,626	7,972,361
Accumulated deficit	(9,395,598)	(8,885,981)
Comprehensive income	121,659	92,046
Total stockholders' deficit	(845,924)	(819,214)
Total liabilities and stockholders' deficit	$ 94,791	$ 82,551

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Other Assets:
Furniture & Equipment, net of depreciation	$ 46,277	$ 38,278
Current Liabilities:
Notes Payable-Power Up Lending, net of discount	$ 28,174	$ 1,551
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	238,861,939	236,046,151
Common stock, outstanding shares	238,861,939	236,046,151

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Consolidated Statements Of Operations
Revenues
Costs and expenses
Professional Services		1,366,045	100,200	1,521,869
General and administrative	197,588	73,561	369,222	167,171
Total costs and expenses	197,588	1,439,606	469,422	1,689,040
Loss from operations	(197,588)	(1,439,606)	(469,422)	(1,689,040)
Other income (expense)
Interest income				(1)
Other income	1,423		2,857
Interest expense	(42,770)	(4,788)	(50,531)	(9,556)
Total other income (expense)	(41,347)	(4,778)	(47,674)	(9,557)
Net Income (Loss)	(238,935)	(1,444,384)	(517,096)	(1,698,597)
Comprehensive income (Loss)	7,962		29,613
Net Comprehensive Income (Loss)	$ (230,793)	$ (1,444,384)	$ (487,483)	$ (1,698,597)
Income (Loss) per share:
Basic and diluted	$ 0	$ (0.01)	$ 0	$ (0.01)
Weighted average shares outstanding	236,779,715	224,676,229	236,779,715	224,676,229

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities
Net Income (loss)	$ (517,096)	$ (1,698,597)
Depreciation	8,541	33,370
Amortization of debt discount	29,571
Foreign currency transaction gain	(7,480)
Stock issued for service	100,200	1,286,256
Change in book value of Quartz deposits	(1,308)	(565)
Prepaids	(9,997)
Accounts payable	(20,107)	152,285
Accrued interest payable	13,527	5,306
Accrued liabilities		4,450
Derivative liability	42,747
Change in derivative liability	(2,253)
Loss on conversion	9,818
Payable to related parties	40,454
Net cash from (used in) operating activities	(313,383)	(217,495)
Cash flows from financing activities
Issuance of common stock		160,801
Proceeds from debt		5,000
Additional paid in capital	353,094
Due from/to affiliates		44,712
Net cash flows from financing activities	353,094	210,512
Effect of currency translations to cash flow	(29,613)
Net change in cash and cash equivalents	10,098	(6,982)
Cash at beginning of period	6,704	10,738
Cash at end of period	16,802	3,756
Noncash financing activities:
Issuance of shares to Vanguard shareholders		2
Conversion of loan principal into shares (Power Up Lending)	$ 12,000

ORGANIZATION

ORGANIZATION	6 Months Ended
	Mar. 31, 2019
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 the Company’s audited financial statements as of September 30, 2018. 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	6 Months Ended
	Mar. 31, 2019
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 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	6 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 3 - CONVERTIBLE NOTES PAYABLE	The Company’s indebtedness as of March 31, 2019 and September 30, 2018 were as follows: Description March 31, 2019 September 30, 2018 Convertible notes $ 70,747 $ 70,747 Notes Payable $ 90,000 $ 90,000 Note Payable-Power Up Lending, net of discount, $28,174 and $1,551 $ 22,826 $ 60,497 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. On August 13, 2018, the Company entered into an unsecured convertible note agreement, with an accredited investor, for $63,000. The note bears interest at 12% per annum and is due and payable on May 30, 2019. The note has financing cost of $3,000 associated with it. This deferred financing fee has been deducted directly from the carrying value of the note, pursuant to ASU 2015-03. The deferred financing fee is being amortized over the term of the convertible note payable. The Company may prepay the note in full together with any accrued and unpaid interest plus any applicable pre-payment premium set forth in the note. Until the Ninetieth (90th) day after the Issuance Date the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, which can be paid without the Holder’s consent; from the 90th day to the One Hundred and Seventieth (170th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 150%, in addition to outstanding interest. After the 170th day up to the Maturity Date this Note shall have a cash redemption premium of 150% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest if any. The note is convertible into fully paid and non-assessable shares of common stock, after 170 days from the date of the note, i..e. from Jan 30 2019, at a conversion price which is at 55% discount to the lowest trading price during the previous twenty trading days prior to the date of a conversion notice. Since the conversion price of the note is variable, the conversion option has been treated as a derivative liability. On March 15, 2019 the note holder converted $12,000 of the principal of the note, pursuant to the note, into 121,212 shares of common stock. The Company to affect the conversion recorded a loss on debt conversion of $9,818 for the difference with the agreed conversion price and a change in Derivative Liability of $10,109 which was reclassified to additional paid in capital. On March 31, 2019 the Company revalued the derivative liability and recorded an additional change in Derivative liability of $2,253. The fair value of the Derivative Liability on the note March 31, 2019 was $42,747.

RELATED PARTY

RELATED PARTY	6 Months Ended
	Mar. 31, 2019
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 Solar Quartz Technologies Limited concurrent with the issuance of shares. There was also a $25,800 debt forgiveness from its affiliated, 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	6 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 5 - STOCKHOLDERS' EQUITY	Common shares of 2,670,000 were issued resulting in an increase to capital stock of $29 and an increase to Additional Paid-in Capital of $453,265. 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 $353,094. The registration of 22,416 common shares to one of the Vanguard Energy Corporation (“VGNE”) stockholders under the acquisition agreement with Graphene & Solar Technologies Limited were made in the quarter ending December 30, 2018. An issuance for 121,212 shares were made to Power Up Lending for $12,000 of principal on the note for $63,000.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 6 - SUBSEQUENT EVENTS	On April 8, 2019 Power Up Lending informed the Company that they intended to convert an addition $20,000 of principal into common shares. Further they informed the Company that this conversion would not take place if the balance of the Note ($51,000) plus all accrued interest would be paid by April 16, 2019. The Company was not able to meet the deadline in paying off the Note, and the conversion of the $20,000 was made. Further to this event, the Company negotiated with Power Up Lending to pay off the principal balance and paid it on April 24, 2019. The payment to liquidate the loan was approximately $53,000 which included principal, all accrued interest and a prepayment penalty. During the month of April 2019, the Company sold shares to Japanese investors some of whom invested with the Company last December. The amount of the investment was $470,000; the purchase price per share has not been determined as of the date of this filing.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	6 Months Ended
	Mar. 31, 2019
Summary Of Significant Accounting Policies And Basis Of Presentation
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 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 not 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 functionals 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. Translations gains or losses are recorded as component of accumulated other comprehensive income (loss) within the stockholders’ equity. All other foreign currency transactions gains and losses are included in other 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 as such shares would be anti-dilutive. Potential shares that could be converted in common shares at March 31, 2019 are approximately 490,909.
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)	6 Months Ended
	Mar. 31, 2019
Convertible Notes Payable
Schedule of convertible notes payable	Description March 31, 2019 September 30, 2018 Convertible notes $ 70,747 $ 70,747 Notes Payable $ 90,000 $ 90,000 Note Payable-Power Up Lending, net of discount, $28,174 and $1,551 $ 22,826 $ 60,497

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative)	6 Months Ended
	Mar. 31, 2019shares
Summary Of Significant Accounting Policies And Basis Of Presentation Details Narrative Abstract
Antidilutive securities excluded from computation of earnings per share	490,909

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Convertible notes	$ 70,747	$ 70,747
Notes Payable	90,000	90,000
Power Up Lending [Member]
Notes Payable	$ 22,826	$ 60,497

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Mar. 15, 2019	Aug. 13, 2018	Mar. 31, 2019	Mar. 31, 2018	Sep. 30, 2018
Common stock, issued shares			238,861,939		236,046,151
Loss on conversion			$ 9,818
Derivative Liability			42,747
Change in derivative liability			$ 2,253
Unsecured Convertible Note Agreement [Member]
Interest rate		12.00%
Due date		May 30, 2019
Notes payable		$ 63,000
Financing cost		$ 3,000
Description of redemption premium		Until the Ninetieth (90th) day after the Issuance Date the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, which can be paid without the Holder’s consent; from the 90th day to the One Hundred and Seventieth (170th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 150%, in addition to outstanding interest. After the 170th day up to the Maturity Date this Note shall have a cash redemption premium of 150% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest if any. The note is convertible into fully paid and non-assessable shares of common stock, after 170 days from the date of the note, i..e. from Jan 30 2019, at a conversion price which is at 55% discount to the lowest trading price during the previous twenty trading days prior to the date of a conversion notice. Since the conversion price of the note is variable, the conversion option has been treated as a derivative liability.
Note holder [Member]
Convertible notes payable	$ 12,000
Common stock, issued shares	121,212
Loss on conversion	$ 9,818
Derivative Liability	$ 10,109
Convertible Notes Payable [Member]
Interest rate			15.00%
Conversion description			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.
Notes Payable [Member]
Interest rate			10.00%
Conversion description			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.

RELATED PARTY (Details Narrativ

RELATED PARTY (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Mar. 31, 2018	Sep. 30, 2018	Dec. 31, 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	6 Months Ended
	Dec. 30, 2018	Mar. 31, 2019	Sep. 30, 2018
Common stock shares issued		2,670,000
Increase of common stock		$ 29
increase of Additional paid-in capital		$ 453,265
Stock issued for services during period, shares		600,000
Stock issued for services during period, amount		$ 100,200
Stock issued during period new issuance, shares		2,070,000
Stock issued during period new issuance, amount		$ 353,094
Common stock, issued shares		238,861,939	236,046,151
Common Stock | Vanguard Energy Corporation [Member]
Stock issued during period new issuance, shares	22,416
Power Up Lending [Member]
Convertible notes payable		$ 12,000
Notes payable		$ 63,000
Common stock, issued shares		121,212

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended
	Apr. 30, 2019	Apr. 08, 2019	Mar. 31, 2019
Subsequent Event [Member]
Investment amount	$ 470,000
Power Up Lending [Member]
Convertible notes payable			$ 12,000
Notes payable			$ 63,000
Power Up Lending [Member] | Subsequent Event [Member]
Convertible notes payable		$ 20,000
Notes payable		(51,000)
Loan liquidate amount		$ 53,000