Cover
Cover - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Apr. 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 333-174194 | |
Entity Registrant Name | GRAPHENE & SOLAR TECHNOLOGIES LIMITED | |
Entity Central Index Key | 0001497649 | |
Entity Tax Identification Number | 27-2888719 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 23 Corporate Plaza Drive | |
Entity Address, Address Line Two | suite 150 | |
Entity Address, City or Town | Newport Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92660 | |
City Area Code | 949 | |
Local Phone Number | 478-8387 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 38,307,530 | |
Entity Common Stock, Shares Outstanding | 374,542,610 | |
Documents Incorporated by Reference [Text Block] | None | |
Auditor Name | M&K CPAS, PLLC | |
Auditor Firm ID | 2738 | |
Auditor Location | Houston, TX |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Current Assets: | ||
Cash | $ 2,857 | $ 3,728 |
Prepaid expenses | 11,183 | 18,797 |
Total Current Assets | 14,040 | 22,525 |
Other Assets: | ||
Furniture and equipment, net of depreciation $77,251 | 1,273 | 2,250 |
Receivables | 2,094 | |
Intellectual property – at cost, net | 6,777,424 | |
Other intangible assets – at cost | 975 | 975 |
Total Assets | 18,382 | 6,803,174 |
Current Liabilities | ||
Accounts payable and other payable | 2,380,565 | 2,197,894 |
Accrued interest payable | 161,602 | 154,412 |
Due to related party | 1,342,405 | 947,826 |
Notes payable – in default | 76,255 | 60,000 |
Convertible notes payable, net of discount $0 and $76,255, and $100,747 in default | 100,747 | 173,038 |
Other loans and payables | 6,383 | |
Total Current Liabilities | 4,061,574 | 3,539,553 |
Total Liabilities | 4,061,574 | 3,539,553 |
Stockholders’ Deficit | ||
Preferred stock: 10,000,000 shares authorized; $0.00001 par value; no shares issued and outstanding | ||
Common stock: 500,000,000 shares authorized; $0.00001 par value; 374,305,480 and 343,237,369 shares issued and outstanding | 3,748 | 3,437 |
Additional paid-in capital | 63,527,513 | 49,922,922 |
Accumulated deficit | (67,070,016) | (46,050,640) |
Stock receivable | (795,000) | (720,000) |
Accumulated other comprehensive income | 290,563 | 107,902 |
Total Stockholders’ Deficit | (4,043,192) | 3,263,621 |
Total Liabilities and Stockholders’ Deficit | $ 18,382 | $ 6,803,174 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 0 | $ 77,251 |
Debt Instrument, Unamortized Discount, Current | $ 76,255 | |
Preferred Stock, Shares Authorized | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |
Preferred Stock, Shares Outstanding | 0 | |
Common Stock, Shares Authorized | 500,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |
Common Stock, Shares, Outstanding | 374,305,480 | 343,237,369 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses: | ||
Professional fees | 13,912,620 | 34,377,901 |
General and administration | 1,109,221 | 301,543 |
Total operating expenses | 15,021,841 | 34,679,444 |
Operating Loss | (15,021,841) | (34,679,444) |
Other Income (Expense): | ||
Interest expense | (35,262) | (151,203) |
Rental income | 24,982 | 15,703 |
Loss on extinguishment of debt | (192,652) | |
Impairment of assets | (5,794,603) | |
Total Other Expense | (5,997,535) | (135,500) |
Net Loss | (21,019,376) | (34,814,944) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 182,661 | (55,887) |
Comprehensive Loss | (20,836,715) | (34,870,831) |
Net Loss available to common shareholders | $ (20,836,715) | $ (34,870,831) |
Basic and diluted loss per common share | $ (0.06) | $ (0.14) |
Weighted average number of common shares outstanding | ||
Basic and diluted | 363,203,503 | 257,521,936 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Receivable [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Sep. 30, 2020 | $ 2,463 | $ 9,508,943 | $ (11,235,696) | $ 52,015 | $ (1,672,275) | |
Ending Balance at Sep. 30, 2020 | 246,248,723 | |||||
Shares issued for cash | $ 20 | 138,073 | 138,093 | |||
Shares issued for cash | 1,900,000 | |||||
Stock-based compensation | $ 629 | 33,792,870 | 33,793,499 | |||
Stock-based compensation | 62,888,596 | |||||
Conversion of notes | $ 7 | 204,403 | 204,410 | |||
Conversion of notes | 534,446 | |||||
Shares issued for acquisition of intangible assets | $ 318 | 6,278,633 | (720,000) | 5,558,951 | ||
Shares issued for acquisition of intangible assets | 31,665,604 | |||||
Foreign currency translation adjustment | 55,887 | 55,887 | ||||
Other comprehensive income, net of tax | (34,814,944) | (34,814,944) | ||||
Ending balance, value at Sep. 30, 2021 | $ 3,437 | 49,922,922 | (720,000) | (46,050,640) | 107,902 | 3,263,621 |
Ending Balance at Sep. 30, 2021 | 343,237,369 | |||||
Shares issued for cash | $ 12 | 121,909 | (75,000) | 46,921 | ||
Shares issued for cash | 1,200,000 | |||||
Stock-based compensation | $ 289 | 13,207,692 | 13,207,981 | |||
Stock-based compensation | 28,868,111 | |||||
Foreign currency translation adjustment | 182,661 | 182,661 | ||||
Other comprehensive income, net of tax | (21,019,376) | (21,019,376) | ||||
Settlement of notes | $ 10 | 274,990 | 275,000 | |||
Settlement of notes | 1,000,000 | |||||
Ending balance, value at Sep. 30, 2022 | $ 3,748 | $ 63,527,513 | $ (795,000) | $ (67,070,016) | $ 290,563 | $ (4,043,192) |
Ending Balance at Sep. 30, 2022 | 374,305,480 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (21,019,376) | $ (34,814,944) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based payments | 13,207,981 | 33,793,499 |
Loss on Settlement of Debt | 192,652 | |
Amortization expenses | 982,821 | 102,321 |
Depreciation expenses | 829 | 12,504 |
Amortization of debt discounts | 13,943 | 122,130 |
Accounts payable related party | 518,543 | 231,110 |
Impairment of assets | 5,794,603 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 6,403 | (19,337) |
Other receivable | (2,094) | |
Accounts payable | 238,554 | 224,227 |
Accrued interest payable | 21,318 | 28,363 |
Due to related party | ||
Net Cash Used in Operating Activities | (43,823) | (320,127) |
Cash Flows From Investing Activities: | ||
Payments for property, plant and equipment | (1,883) | |
Payments for intangibles | (975) | |
Net Cash Used in Investing Activities | (2,858) | |
Cash Flows From Financing Activities: | ||
Proceeds from common stock issuances | 46,921 | 138,093 |
Proceeds from other loans | ||
Proceeds from notes payable | 133,005 | |
Net Cash Provided by Financing Activities | 46,921 | 271,098 |
Effect of exchange rate in cash | (3,969) | 55,603 |
Net Change in Cash | (871) | 3,716 |
Cash at Beginning of Period | 3,728 | 12 |
Cash at End of Period | 2,857 | 3,728 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental disclosure of non-cash financing activity: | ||
Acquisition of patents | 7,599,745 | |
Note payable converted into common stock | 127,050 | |
Debt discount on convertible notes | 77,360 | |
Settlement of Debt for common stock | $ 82,348 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization On June 21, 2010 , Graphene & Solar Technologies Limited (“Graphene” or “the Company”), was incorporated in Colorado as Vanguard Energy Corporation (“Vanguard”). On July 5, 2017, Vanguard changed its name to Solar Quartz Technologies Corporation. On September 18, 2018, the name was again changed to Graphene & Solar Technologies Limited (“GSTX”). Business Operations We are primarily focused on providing the materials and technologies for a greener future. GSTX has a portfolio of projects in the cleantech are with: • Patented and novel technologies. • Proven products with exclusive geographical distribution rights. • Ground-breaking new innovations. • Mineral resources that critical to the high-tech supply chain. These investments focus on global opportunities, multibillion-dollar industries, with a significant positive environmental impact. GSTX is focused on projects with exceptionally strong business opportunities, taking advantage of the environmental and supply chain challenges the world faces at present. GSTX is currently focused on supplying advanced materials to existing manufacturers and water harvesting products to market. Advanced Materials A portfolio of proprietary technologies for upstream manufacturing material supply into high tech markets including solar, semiconductor, defence. • The Dragonfly range of transparent conductive thin films. • High purity quartz sand production. • High purity graphite production. Water Technologies A portfolio of products and technologies for providing clean drinkable water for consumers and industry. • Ambient water harvesting equipment. • The company is also exploring opportunities in water remediation, oils spill clean-up. The Company is also exploring acquisition opportunities for Critical Resources Assets (Minerals with identified supply chain risk), zero emission fossil fuel replacement, green hydrogen and ammonia production. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital, as described below. The Company has not yet commenced any revenue-generating operations, does not have positive cash flows from operations, and is dependent on periodic infusions of equity capital to fund its operating requirements. The Company’s common stock is traded on the Over-the-Counter Market under the symbol “GSTX.” Going Concern The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any revenues from operations to date and does not expect to do so in the foreseeable future. The Company has a stockholders’ deficit as of September 30, 2022. Furthermore, the Company has experienced recurring operating losses and negative operating cash flows since inception and has financed its working capital requirements during this period primarily through the recurring sale of its equity securities. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the consolidated financial statements are being issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s consolidated financial statements for the year ended September 30, 2022, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan regarding these matters is to raise additional debt and/or equity financing to allow the Company the ability to cover its current cash flow requirements and meet its obligations as they become due. There can be no assurances that financing will be available or if available, that such financing will be available under favorable terms. In the event that the Company is unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, the Company may seek protection under bankruptcy laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary. The spread of a novel strain of coronavirus (COVID-19) around the world from the first half of 2020 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions relate to COVlD-19, as well as its impact on the U.S. and international economies. The outbreak and any preventative or protective actions that governments or we may take in respect of this COVID-19 may result in a period of business disruption. Any financial impact cannot be reasonably estimated at this time but may materially affect our future business and financial condition. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 and the actions required to contain the COVID-19 or treat its impact, among others. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its activities and to ultimately achieve sustainable operating revenues and profits. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Because the Company is currently engaged in an early stage of development, it may take a considerable amount of time to develop any product or intellectual property capable of generating sustainable revenues. Accordingly, the Company’s business is unlikely to generate any sustainable operating revenues in the next several years. In addition, to the extent that the Company is able to generate revenues through product sales, there can be no assurance that the Company will be able to achieve positive earnings and operating cash flows. At September 30, 2022, the Company had cash of $ 2,857 available to fund its operations. The Company needs to raise additional capital during the year ending September 30, 2023 to fund its ongoing business activities. The amount and timing of future cash requirements during the year ended September 30, 2023 will depend on the extent of financing the Company is able to arrange. As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations. If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its technology and product development programs, or obtain funds, if available (although there can be no certainty), through strategic alliances that may require the Company to relinquish rights to certain of its assets, or to discontinue its operations entirely. Intangible Assets We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful lives of the patents. The seven-year estimated useful life for internally generated patents is based on our assessment of such factors as: the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license agreements for such patents. The estimated useful lives of acquired patents and patent rights, however, have been and will continue to be based on a separate analysis related to each acquisition and may differ from the estimated useful lives of internally generated patents. The average estimated useful life of acquired patents is 6.7 years. We assess the potential impairment to all capitalized net patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable. Assumed Liabilities As a result of the acquisition of Cima Specialty Materials Ltd (CSML) from CIMA Nanotech Holdings Limited, “CNHL”, (a Cayman Island Registered company) the Company’s wholly owned subsidiary US Thin Film Corporation (USTFC) under the terms of the of the Share Sale and Purchase agreement the Company issued 3,000,000 shares of common stock for future liability settlement for assumed liabilities. The fair value of these future assumed liabilities of $ 720,000 was recorded as a stock receivable. Revenue recognition Policies (ASC 606) The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Disclosure of Rental Income Rental income is not recognized as ‘operating revenue” but as ‘other income’ during the period of $24,982. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the financial statements of Graphene and its wholly owned subsidiaries, Graphene and Solar Technologies Limited (“GSTXNZ) and US Thin-Film Corporation (“USTFC”). All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets. Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2022 and 2021, the Company had $ 2,857 and $ 3,728 in cash, respectively, and no cash equivalents. Financial Instruments and Fair Value Measurements As defined in ASC 820 “Fair Value Measurements,” The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, and due to related parties. The carrying amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements. Derivative Financial Instruments The Company accounts for freestanding contracts that are settled in a company’s own stock, including common stock warrants, to be designated as an equity instrument or generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations. The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows. At the date of the conversion of any convertible debt, the pro rata fair value of the related embedded derivative liability is transferred to additional paid-in capital. There was no derivative activity in fiscal 2022 and 2021. Therefore, no derivative liabilities were recorded during the year ended September 30, 2022: Schedule of derivative financial instrument Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - September 30, 2020 — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2021 $ — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2022 $ — Debt Issuance Costs Costs incurred in connection with the issuance of debt are amortized over the term of the related debt and netted against the liability. Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes pursuant to ASC 740, “Income Taxes.” The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits, as of September 30, 2022, and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of September 30, 2022, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act is effective for tax years beginning on or after January 1, 2018, except for certain provisions, and resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. Among other provisions, the Tax Reform Act reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. The Company completed the accounting for the effects of the Tax Reform Act during the year ended September 30, 2020. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet. The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings. Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over a life of five years. Intangible Assets/Patents We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful lives of the patents. Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented. Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” During the year ended September 30, 2022, the Company issued 28,868,111 shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company’s common stock on each respective grant date, aggregated $13,207,981. During the year ended September 30, 2021, the Company issued 12,888,596 shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company’s common stock on each respective grant date, aggregated $6,293,499. Total stock-based compensation expense was $ 13,207,981 and $ 5,158,500 for the years ended September 30, 2022 and 2021, respectively. Basic and Diluted Net Loss per Common Share The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “ Earnings per Share The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses during the years ended September 30, 2022 and 2021. For the years ended September 30, 2022 and 2021, respectively, the following common stock equivalents were potentially dilutive. Schedule of basic and diluted net loss per common share Years ended September 30, 2022 2021 (Shares) (Shares) Convertible notes payable 151,021 141,815 Foreign Currency The accompanying consolidated financial statements are presented in United States dollars (“USD”). The Australian dollar (“AUD”) is the functional currency of Solar Quartz (the operating subsidiary) as it is the currency of Australia, which is the primary economic environment the operating subsidiary operates in and the environment in which the Company primarily utilizes cash. Assets and liabilities are translated into USD utilizing currency exchange rates as published by WM/Reuters WM/Refinitiv FX Benchmark Rates | Refinitiv Schedule of foreign currency September 30, September 30, 2022 2021 Spot AUD: USD exchange rate $ 0.6502 $ 0.7206 Average AUD: USD exchange rate $ 0.7126 $ 0.7508 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment as of September 30, 2022 and 2021 are summarized as follows: Schedule of property and equipment September 30, September 30, 2022 2021 Laboratory and factory equipment $ 41,454 $ 44,953 Computers 3,677 5,114 Furniture and fixtures 33,393 36,959 78,524 87,026 Less accumulated depreciation (77,251 ) (84,776 ) Net property and equipment $ 1,273 $ 2,250 Depreciation expense for the years ended September 30, 2022 and 2021 was $ 829 and $ 12,504 , respectively. |
Intangible Assets_Patents
Intangible Assets/Patents | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets/Patents | 4. Intangible Assets/Patents We amortize capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful lives of the patents. The seven-year estimated useful life for internally generated patents is based on our assessment of such factors as: the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license agreements for such patents. The estimated useful lives of acquired patents and patent rights, however, have been and will continue to be based on a separate analysis related to each acquisition and may differ from the estimated useful lives of internally generated patents. The average estimated useful life of acquired patents is 6.7 years. We assess the potential impairment to all capitalized net patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable. Components of intangible assets are as follows: Schedule of Intangible Assets September 30, 2022 September 30, 2021 Patents 6,777,424 6,879,655 Accumulated amortization (982,821 ) (102,231 ) Impairment Expense (5,794,602 ) — Total patent costs, net $ 1 $ 6,777,424 During the years ended September 3, 2022, and 2021, the Company recorded amortization expenses related to patents of $ 982,821 and $ 102,231 , respectively. In September 2021, the Company through its 100% owned subsidiary, US Thin Film Corporation, acquired Cima Specialty Material Limited, a Cayman Island corporation who holds a significant group of invention and processing patents in making Nanoparticle conductive thin film material for various industrial and technology applications. The patent portfolio was purchased from Cima Nanotech Holding Limited, the parent company of Specialty Material, and was paid with 31 million shares of GSTX common stock for the purchase. Subsequently the management and the auditors evaluated this intangible asset by considering its useful life, future economic benefit, and amortization, decided a value of US$6.5 million entered the book and reported in the 10K filing 2021. The delayed commercialization process for the past year prompted the management to examine the short-term revenue generating prospect of this intangible assets and to consider and accept the recommendation of our auditors for a total impairment of the patents. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 5. Convertible Notes Payable The Company’s material future contractual obligations by fiscal years as of September 30, 2022 and 2021 were as follows: Schedule of convertible notes payable September 30, September 30, Notes payable $ 76,255 $ 60,000 Convertible notes payable $ 100,747 $ 173,038 Notes Payable and Other Loans During 2015 and 2016, the Company executed promissory notes payable with six individuals with an aggregate principal balance of $ 60,000 . The notes were due on demand and included interest at 10%. As of September 30, 2022 and 2021, the total promissory notes payable balance was $ 118,965 and $ 96,710 , including accrued interest of $ 42,710 and $ 36,710 , respectively. On January 15, 2019, the holder of a note with a principal balance of $10,000 made demand for payment. To date, the note has not been paid. Convertible Notes Payable On June 29, 2012, the Company issued convertible secured notes payable totaling $8,254,500 to a group of private investors. The notes matured on June 30, 2015. The notes, with interest at 15%, were convertible at the discretion of the holders, into common shares of the Company at the rate of $3.31 per share. Unable to make a required interest payment on March 31, 2014, the notes became due on demand. Effective June 17, 2014, with the noteholder approval, the assets securing the convertible notes were sold with the net proceeds of approximately $5,200,000 being distributed to the noteholders. Noteholders were to receive payment for the remaining balance due on the notes in the form of an exchange for the common stock of the Company at the rate of $3.31 per share. As of September 30, 2022 and 2021, noteholders representing $70,747 in outstanding principal had not requested the exchange of shares of common stock. As of September 30, 2022 and 2021, the exchange obligation payable was $ 168,897 and $ 158,285 , including accrued interest of $ 98,150 and $ 87,537 , respectively. As of September 30, 2022 and 2021, the exchange obligation was for 51,026 shares and 47,820 shares of common stock, respectively. On February 1, 2016, the Company issued convertible secured note payable of $30,000 to an individual. The note was due on January 31, 2017 and included interest at 10%. The note was convertible at discretion of the holder into common shares of the Company at the rate of $0.50 per shares. The Company has not extended the maturity date and the note is in default. As of September 30, 2022 and 2021, the total convertible note payable balance was $ 49,997 and $ 46,997 , including accrued interest of $1 9,997 and $ 16,997 , respectively. As of September 30, 2022 and 2021, the exchange obligation was for 99,994 shares and 93,994 shares of common stock, respectively. On December 5, 2019, the Company issued a convertible note payable in the amount of $68,220. The convertible note bore interest at 10% and matured on December 5, 2021. The conversion option could be exercised by lender at any time during the 24-month period ended December 5, 2021. The noteholder agreed on September 3, 2022 to settle the debt and accrued interest through a share settlement agreement for one-million shares at $0.2750. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 6. Stockholders’ Equity Preferred Stock No preferred shares have been designated by the Company as of September 30, 2022 and 2021. Common Stock The Company is authorized to issue up to 500,000,000 shares of common stock (par value $0.00001). As of September 30, 2022 and 2021, the Company had 374,305,480 shares and 343,237,369 shares of common stock issued and outstanding, respectively. During the year ended September 30, 2022, the Company issued 31,068,111 shares of common stock as follows: ● 28,868,111 shares of the Company’s common stock to members of the Board of Directors, employees and consultants valued at $13,207,981 ($0.46 per share average). ● 1,000,000 shares of the Company’s common stock at $0.10 per share for a purchase price of $100,000. ● 200,000 shares of the Company’s common stock at $0.22 per share for a purchase price of $21,921 (AUD$30,000). ● 1,000,000 shares issued to settle debt on convertible note that matured on December 5, 2021. During the year ended September 30, 2021, the Company issued 96,998,646 shares of common stock as follows: ● 12,888,596 shares of the Company’s common stock to members of the Board of Directors, employees and consultants valued at $6,293,500 ($0.49 per share). ● 1,900,000 shares of the Company’s common stock at an average price of $0.073 per share for an aggregate purchase price of $138,093. ● 534,446 shares of the Company’s common stock for the conversion of debt totaling $204,010. ● 50,000,000 shares of the Company’s common stock to EKH International Co. Limited a beneficial entity of Rodney Young valued at $0.55 per share. ● 28,665,604 shares of the Company’s common stock for the acquisition of intangible assets valued at $6,879,745 ● 3,000,000 shares of the Company’s common stock for the future liability settlement for assumed liabilities fair value of $720,000 recorded as stock receivable. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Due to related party PGRNZ Limited, a management company controlled by the Company’s Former Chief Executive Officer and Company Director, provided management services to the Company for which the Company was charged $75,000(AUD) quarterly, approximately $53,445 (US). During the years ended September 30, 2022 and 2021, the Company incurred charges to operations of $244,038 (US) and $309,150 (US), respectively, with respect to this arrangement. During the year ended September 30, 2022, PGRNZ Limited charged to operations $244,038, approximately $195,965 as consulting fees and approximately $48,073 as administrative expenses. During the year ended September 30, 2021, PGRNZ Limited charged to operations $309,150, approximately $225,000 as consulting fees and approximately $84,150 as administrative expenses. During the year ended September 30, 2022, the Company borrowed $ 203,150 from PGRNZ Limited and repaid $ 92,158 . The Company’s Chief Executive Officer, and a Company Director, provides office facilities to the Company for which the Company was charged $6,000(AUD) monthly, approximately $4,276 (US). During the years ended September 30, 2022 and 2021, the Company incurred charges to operations of $51,307 (US) and $54,000 (US), respectively, with respect to this arrangement. During the year ended September 30, 2020 a Company Advisor, A. Liang, now CEO, loaned the Company $ 5,623 . The loan is a demand note at zero interest. During the year ended September 30, 2020 the former Company Chairman, FJ.Garafalo loaned the company $ 3,500 . The loan is a demand note on zero interest. As of September 30, 2022 and 2021, due to related parties was $ 1,342,405 and $ 947,826 , respectively. Due from related party During September 2021, the Company approved and issued 50,000,000 shares to Rod Young who became a related party subsequent to this reporting period. The shares were fully expensed during the period. Stock-Based Compensation During the years ended September 30, 2022 and 2021, stock-based compensation expense relating to directors, officers, affiliates and related parties was $ 9,712,500 and $ 6,293,368 , respectively (Note 5). |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Graphene & Solar Technologies Limited was formed in 2010. Prior to the acquisition of Solar Quartz Technologies Limited (SQTL) New Zealand, now known as Graphene and Solar Technologies Limited (GSTLNZ) in July 2017, the Company only had operations in the United States. In July 2017, the Company became the parent of GSTLNZ., a wholly owned New Zealand subsidiary, which files tax returns in New Zealand. The Company provides for income taxes under ASC 740,” Income Taxes.” The net loss for the year ended September 30, 2022 was $ 21,019,376 , however the stock-based compensation and the debt discount amortization of $ 13,207,981 and $ 13,943 respectively are not used in the calculations below. For the years ended September 30, 2022 and 2021, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following: Schedule of local and foreign components of loss before income taxes For the Years Ended September 30, 2022 2021 Tax jurisdiction from: - Local $ (7,181,972 ) $ (338,679 ) - Foreign (615,480 ) (560,636 ) Loss before income taxes $ (7,797,452 ) $ (899,315 ) United States of America Graphene & Solar Technologies Limited is subject to the tax laws of United States of America. The income tax provision for the years ended September 30, 2022 and 2021, consists of the following: Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2022 2021 Net income (loss) $ (7,181,972 ) $ (338,679 ) Effective tax rate 21 % 21 % Income tax expense (benefit) (1,508,214 ) (71,123 ) Less: valuation allowance 1,508,214 71,123 Income tax expense (benefit) $ — $ — Net deferred tax assets consist of the following components as of September 30, 2022 and 2021: Schedule of Deferred Tax Assets September 30, September 30, 2022 2021 Net operating tax carryforwards $ 3,353,374 $ 1,845,160 Valuation allowance (3,353,374 ) (1,845,160 ) Net deferred tax asset $ — $ — On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law including lowering the corporate tax rate from 34% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our balance sheet. The Company has completed the accounting for the effects of the Act during the year ended September 30, 2022. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet. At September 30, 2022 and 2021, the Company had $ 15,968,446 and $ 6,702,294 respectively of the U.S. net operating losses (the “U.S. NOLs”), which begin to expire beginning in 2039. NOLs generated in tax years prior to July 31, 2018, can be carryforward for twenty years, whereas NOLs generated after July 31, 2018 can be carryforward indefinitely. New Zealand The Company’s subsidiary operating in New Zealand (“NZ”) are subject to the New Zealand Corporate Income Tax at a standard income tax rate range of 28% on the assessable income arising in New Zealand during its tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended September 30, 2022 and 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation Other For the Years Ended September 30, 2022 2021 Net income (loss) $ (615,480 ) $ (560,636 ) Effective tax rate 28 % 28 % Income tax expense (benefit) (172,334 ) (156,978 ) Less: valuation allowance 172,334 156,978 Income tax expense (benefit) $ — $ — Net deferred tax assets consist of the following components as of September 30, 2022 and September 30, 2021: Schedule of Deferred Tax Assets Other September 30, September 30, 2022 2021 Net operating tax carryforwards $ 1,079,121 $ 906,786 Valuation allowance (1,079,121 ) (906,786 ) Net deferred tax asset $ — $ — As of September 30, 2022, the operations in New Zealand incurred $515,793 of cumulative net operating losses which can be carried forward to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $1,422,579 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2022 and 2021: Schedule of Income tax provision September 30, September 30, 2022 2021 Deferred tax assets: Net operating tax carryforwards: United States $ 3,353,374 $ 1,845,160 New Zealand 1,079,121 906,786 Total 4,432,494 2,751,946 Valuation allowance (4,432,494 ) (2,751,946 ) Net deferred tax asset $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Subsequent to September 30, 2022, the Company: ● Ms. Juliana Tan resigned from the Board of Directors, effective December 23, 2022. ● On October 1, 2022, Mr. Andrew Liang signed a formal agreement with the Company to perform services of a Chief Executive Officer. Mr. Liang shall be issued 30,000,000 shares at the start of the contract. This is calculated as 10,000,000 shares for every year of this consulting agreement. Should the contract be terminated early, then the company has the right to purchase back a pro-rata portion of the 30,000,000 shares based on time served out of the 36-month contract. As of this filing date, the 30,000,000 shares have been approved but remain unissued. ● Mr. Thomas Chang was granted a maximum of 1,000,000 shares per annum subject to performance in fiscal years 2021/2022, 2022/2023 and 2023/2024 to a total of 3,000,000 shares. 1,000,000 shares were issued during the 2021/2022 fiscal year. As of this filing date, the remaining 2,000,000 shares have been approved but remain unissued. ● On December 5, 2022, the Company entered into a Promissory Loan Note with Mr. Andrew Liang, in the amount of US$20,000, with a maturity date of December 5, 2023. The loan will accrue interest at the rate of 10% per annum. ● On February 28, 2023, the Company entered into a Promissory Loan Note with MI Labs Pty Ltd, in the amount of US$50,000, with a maturity date of February 28, 2024. The loan will accrue interest at the rate 10% per annum. ● On March 29, 2023, the Company issued 67,750 shares to settle accounts payable debt. ● On March 29, 2023, the Company issued 169,380 shares for the settlement of debt totaling $16,938. The Company has evaluated events occurring subsequent to September 30, 2022 through to the date these financial statements were issued and has identified no additional events requiring disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of Graphene and its wholly owned subsidiaries, Graphene and Solar Technologies Limited (“GSTXNZ) and US Thin-Film Corporation (“USTFC”). All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
Use of Estimates | 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2022 and 2021, the Company had $ 2,857 and $ 3,728 in cash, respectively, and no cash equivalents. |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements As defined in ASC 820 “Fair Value Measurements,” The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, and due to related parties. The carrying amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for freestanding contracts that are settled in a company’s own stock, including common stock warrants, to be designated as an equity instrument or generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations. The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows. At the date of the conversion of any convertible debt, the pro rata fair value of the related embedded derivative liability is transferred to additional paid-in capital. There was no derivative activity in fiscal 2022 and 2021. Therefore, no derivative liabilities were recorded during the year ended September 30, 2022: Schedule of derivative financial instrument Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - September 30, 2020 — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2021 $ — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2022 $ — Debt Issuance Costs Costs incurred in connection with the issuance of debt are amortized over the term of the related debt and netted against the liability. Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes pursuant to ASC 740, “Income Taxes.” The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits, as of September 30, 2022, and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of September 30, 2022, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act is effective for tax years beginning on or after January 1, 2018, except for certain provisions, and resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. Among other provisions, the Tax Reform Act reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. The Company completed the accounting for the effects of the Tax Reform Act during the year ended September 30, 2020. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet. The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings. Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over a life of five years. Intangible Assets/Patents We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful lives of the patents. Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented. Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” During the year ended September 30, 2022, the Company issued 28,868,111 shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company’s common stock on each respective grant date, aggregated $13,207,981. During the year ended September 30, 2021, the Company issued 12,888,596 shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company’s common stock on each respective grant date, aggregated $6,293,499. Total stock-based compensation expense was $ 13,207,981 and $ 5,158,500 for the years ended September 30, 2022 and 2021, respectively. Basic and Diluted Net Loss per Common Share The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “ Earnings per Share The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses during the years ended September 30, 2022 and 2021. For the years ended September 30, 2022 and 2021, respectively, the following common stock equivalents were potentially dilutive. Schedule of basic and diluted net loss per common share Years ended September 30, 2022 2021 (Shares) (Shares) Convertible notes payable 151,021 141,815 |
Debt Issuance Costs | Debt Issuance Costs Costs incurred in connection with the issuance of debt are amortized over the term of the related debt and netted against the liability. |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes pursuant to ASC 740, “Income Taxes.” The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits, as of September 30, 2022, and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of September 30, 2022, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act is effective for tax years beginning on or after January 1, 2018, except for certain provisions, and resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. Among other provisions, the Tax Reform Act reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. The Company completed the accounting for the effects of the Tax Reform Act during the year ended September 30, 2020. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet. The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over a life of five years. |
Intangible Assets/Patents | Intangible Assets/Patents We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful lives of the patents. |
Long-Lived Assets | Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented. |
Stock-Based Compensation | Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” During the year ended September 30, 2022, the Company issued 28,868,111 shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company’s common stock on each respective grant date, aggregated $13,207,981. During the year ended September 30, 2021, the Company issued 12,888,596 shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company’s common stock on each respective grant date, aggregated $6,293,499. Total stock-based compensation expense was $ 13,207,981 and $ 5,158,500 for the years ended September 30, 2022 and 2021, respectively. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “ Earnings per Share The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses during the years ended September 30, 2022 and 2021. For the years ended September 30, 2022 and 2021, respectively, the following common stock equivalents were potentially dilutive. Schedule of basic and diluted net loss per common share Years ended September 30, 2022 2021 (Shares) (Shares) Convertible notes payable 151,021 141,815 |
Foreign Currency | Foreign Currency The accompanying consolidated financial statements are presented in United States dollars (“USD”). The Australian dollar (“AUD”) is the functional currency of Solar Quartz (the operating subsidiary) as it is the currency of Australia, which is the primary economic environment the operating subsidiary operates in and the environment in which the Company primarily utilizes cash. Assets and liabilities are translated into USD utilizing currency exchange rates as published by WM/Reuters WM/Refinitiv FX Benchmark Rates | Refinitiv Schedule of foreign currency September 30, September 30, 2022 2021 Spot AUD: USD exchange rate $ 0.6502 $ 0.7206 Average AUD: USD exchange rate $ 0.7126 $ 0.7508 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Related parties | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per common share | Schedule of derivative financial instrument Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - September 30, 2020 — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2021 $ — Addition of new derivatives recognized as debt discounts — Settled due to conversion of debt — Loss on change in fair value of the derivative — Balance – September 30, 2022 $ — |
Schedule of basic and diluted net loss per common share | Schedule of basic and diluted net loss per common share Years ended September 30, 2022 2021 (Shares) (Shares) Convertible notes payable 151,021 141,815 |
Schedule of foreign currency | Schedule of foreign currency September 30, September 30, 2022 2021 Spot AUD: USD exchange rate $ 0.6502 $ 0.7206 Average AUD: USD exchange rate $ 0.7126 $ 0.7508 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, September 30, 2022 2021 Laboratory and factory equipment $ 41,454 $ 44,953 Computers 3,677 5,114 Furniture and fixtures 33,393 36,959 78,524 87,026 Less accumulated depreciation (77,251 ) (84,776 ) Net property and equipment $ 1,273 $ 2,250 |
Intangible Assets_Patents (Tabl
Intangible Assets/Patents (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets September 30, 2022 September 30, 2021 Patents 6,777,424 6,879,655 Accumulated amortization (982,821 ) (102,231 ) Impairment Expense (5,794,602 ) — Total patent costs, net $ 1 $ 6,777,424 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable September 30, September 30, Notes payable $ 76,255 $ 60,000 Convertible notes payable $ 100,747 $ 173,038 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of local and foreign components of loss before income taxes | Schedule of local and foreign components of loss before income taxes For the Years Ended September 30, 2022 2021 Tax jurisdiction from: - Local $ (7,181,972 ) $ (338,679 ) - Foreign (615,480 ) (560,636 ) Loss before income taxes $ (7,797,452 ) $ (899,315 ) |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2022 2021 Net income (loss) $ (7,181,972 ) $ (338,679 ) Effective tax rate 21 % 21 % Income tax expense (benefit) (1,508,214 ) (71,123 ) Less: valuation allowance 1,508,214 71,123 Income tax expense (benefit) $ — $ — |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets September 30, September 30, 2022 2021 Net operating tax carryforwards $ 3,353,374 $ 1,845,160 Valuation allowance (3,353,374 ) (1,845,160 ) Net deferred tax asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation Other | Schedule of Effective Income Tax Rate Reconciliation Other For the Years Ended September 30, 2022 2021 Net income (loss) $ (615,480 ) $ (560,636 ) Effective tax rate 28 % 28 % Income tax expense (benefit) (172,334 ) (156,978 ) Less: valuation allowance 172,334 156,978 Income tax expense (benefit) $ — $ — |
Schedule of Deferred Tax Assets Other | Schedule of Deferred Tax Assets Other September 30, September 30, 2022 2021 Net operating tax carryforwards $ 1,079,121 $ 906,786 Valuation allowance (1,079,121 ) (906,786 ) Net deferred tax asset $ — $ — |
Schedule of Income tax provision | Schedule of Income tax provision September 30, September 30, 2022 2021 Deferred tax assets: Net operating tax carryforwards: United States $ 3,353,374 $ 1,845,160 New Zealand 1,079,121 906,786 Total 4,432,494 2,751,946 Valuation allowance (4,432,494 ) (2,751,946 ) Net deferred tax asset $ — $ — |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Entity Incorporation, Date of Incorporation | Jun. 21, 2010 |
[custom:CashOne-0] | $ 2,857 |
Increase (Decrease) in Due from Officers and Stockholders, Current | $ 720,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liability | ||
Addition of new derivatives recognized as debt discounts | ||
Debt Conversion, Original Debt, Amount | ||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | ||
Derivative Liability |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 151,021 | 141,815 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | Sep. 30, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Foreign Currency Exchange Rate, Translation | 0.6502 | 0.7206 |
Average AUD: USD exchange rate | 0.7126 | 0.7508 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 2,857 | $ 3,728 |
Stock Issued During Period, Shares, Employee Benefit Plan | 28,868,111 | 12,888,596 |
stock-based compensation expense | $ 13,207,981 | $ 5,158,500 |
Schedule of property and equipm
Schedule of property and equipment (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 78,524 | $ 87,026 |
Property, Plant, and Equipment, Excluding Lessor Asset under Operating Lease, Accumulated Depreciation | (77,251) | (84,776) |
Property, Plant and Equipment, Net | 1,273 | 2,250 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 41,454 | 44,953 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,677 | 5,114 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 33,393 | $ 36,959 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 829 | $ 12,504 |
Intangible Assets Patents (Deta
Intangible Assets Patents (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 6,777,424 | $ 6,879,655 |
Accumulated amortization | (982,821) | (102,231) |
Impairment Expense | (5,794,602) | |
Total patent costs, net | $ 1 | $ 6,777,424 |
Intangible Assets_Patents (Deta
Intangible Assets/Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 982,821 | $ 102,231 |
Schedule of convertible notes p
Schedule of convertible notes payable (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Debt Disclosure [Abstract] | ||
Notes Payable, Current | $ 76,255 | $ 60,000 |
Convertible Notes Payable | $ 100,747 | $ 173,038 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||
Interest Payable, Current | $ 161,602 | $ 154,412 | |
Convertible Notes Payable | 100,747 | 173,038 | |
Promissory Notes Payable [Member] | Six individuals [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ 60,000 | ||
Notes Payable | 118,965 | 96,710 | |
Interest Payable, Current | 42,710 | 36,710 | |
Convertible Secured Notes Payable [Member] | Investor [Member] | |||
Debt Instrument [Line Items] | |||
Interest Payable, Current | 98,150 | 87,537 | |
Exchange obligation payable | $ 168,897 | $ 158,285 | |
Common Stock, Shares, Issued | 51,026 | 47,820 | |
Convertible Secured Notes Payable [Member] | Individual Counterparty [Member] | |||
Debt Instrument [Line Items] | |||
Interest Payable, Current | $ 9,997 | $ 16,997 | |
Common Stock, Shares, Issued | 99,994 | 93,994 | |
Convertible Notes Payable | $ 49,997 | ||
Convertible Secured Notes Payable [Member] | Investor One [Member] | |||
Debt Instrument [Line Items] | |||
Interest Payable, Current | $ 46,997 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Common Stock, Shares Authorized | 500,000,000 | |
Common Stock, Shares, Outstanding | 343,237,369 | 374,305,480 |
Board of Directors, Employees and Consultants [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total shares issued | 96,998,646 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||
[custom:DueToRelatedPartiesCurrentTwo-0] | $ 1,342,405 | $ 947,826 |
Share-Based Payment Arrangement, Expense | 13,207,981 | 33,793,499 |
Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Share-Based Payment Arrangement, Expense | 9,712,500 | 6,293,368 |
PGRNZ Limited [Member] | Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from Related Party Debt | $ 203,150 | |
Repayments of Related Party Debt | 92,158 | |
Alang [Member] | ||
Related Party Transaction [Line Items] | ||
[custom:DueToRelatedPartiesCurrentTwo-0] | 5,623 | |
F.J.Garafalo [Member] | ||
Related Party Transaction [Line Items] | ||
[custom:DueToRelatedPartiesCurrentTwo-0] | $ 3,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | $ (7,797,452) | $ (899,315) |
Local [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | (7,181,972) | (338,679) |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | $ (615,480) | $ (560,636) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Net income (loss) | $ (7,797,452) | $ (899,315) |
UNITED STATES | ||
Net income (loss) | $ (7,181,972) | $ (338,679) |
Effective tax rate | 21% | 21% |
Income tax expense (benefit) | $ (1,508,214) | $ (71,123) |
Less: valuation allowance | 1,508,214 | 71,123 |
Income tax expense (benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Valuation allowance | $ (4,432,494) | $ (2,751,946) |
Net deferred tax asset | ||
UNITED STATES | ||
Net operating tax carryforwards | 3,353,374 | 1,845,160 |
Valuation allowance | (3,353,374) | (1,845,160) |
Net deferred tax asset |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Net income (loss) | $ (7,797,452) | $ (899,315) |
NEW ZEALAND | ||
Net income (loss) | $ (615,480) | $ (560,636) |
Effective tax rate | 28% | 28% |
Income tax expense (benefit) | $ (172,334) | $ (156,978) |
Less: valuation allowance | 172,334 | 156,978 |
Income tax expense (benefit) |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Valuation allowance | $ (4,432,494) | $ (2,751,946) |
Net deferred tax asset | ||
NEW ZEALAND | ||
Net operating tax carryforwards | 1,079,121 | 906,786 |
Valuation allowance | (1,079,121) | (906,786) |
Net deferred tax asset |
Schedule of Income tax provisio
Schedule of Income tax provision (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Total | $ 4,432,494 | $ 2,751,946 |
Valuation allowance | (4,432,494) | (2,751,946) |
Deferred Tax Assets, Net of Valuation Allowance | ||
UNITED STATES | ||
Total | 3,353,374 | 1,845,160 |
Valuation allowance | (3,353,374) | (1,845,160) |
Deferred Tax Assets, Net of Valuation Allowance | ||
NEW ZEALAND | ||
Total | 1,079,121 | 906,786 |
Valuation allowance | (1,079,121) | (906,786) |
Deferred Tax Assets, Net of Valuation Allowance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Allocated Share-Based Compensation Expense | $ 21,019,376 | |
Debt Instrument, Unamortized Discount | 13,207,981 | $ 13,943 |
UNITED STATES | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 15,968,446 | $ 6,702,294 |