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 Holders 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 |