Cover
Cover | 3 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2023 |
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 | Ste. 150 |
Entity Address, City or Town | Newport Beach |
Entity Address, Postal Zip Code | 92660 |
City Area Code | (949) |
Local Phone Number | 478-8387 |
Entity Interactive Data Current | Yes |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Entity Shell Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Current Assets: | ||
Cash | $ 13,075 | $ 2,857 |
Prepaid expenses | 11,653 | 11,183 |
Total Current Assets | 24,728 | 14,040 |
Other Assets: | ||
Furniture and equipment, net of depreciation $80,580 | 1,241 | 1,273 |
Other receivable | 2,094 | 2,094 |
Intellectual property – at cost, net | 1 | |
Other intangible assets – at cost | 975 | 975 |
Total Assets | 29,039 | 18,382 |
Current Liabilities | ||
Accounts payable and other payable | 2,453,582 | 2,380,565 |
Accrued interest payable | 166,715 | 161,602 |
Due to related party | 1,505,162 | 1,342,405 |
Notes payable – in default | 76,938 | 76,255 |
Convertible notes payable, net of discount $0 and $76,255 and $100,747 in default | 100,747 | 100,747 |
Related party loans | 20,000 | |
Total Current Liabilities | 4,323,144 | 4,061,574 |
Total Liabilities | 4,323,144 | 4,061,574 |
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 | 3,748 |
Additional paid-in capital | 63,527,513 | 63,527,513 |
Stock Receivable | (795,000) | (795,000) |
Accumulated deficit | (67,246,474) | (67,070,016) |
Accumulated other comprehensive income | 216,108 | 290,563 |
Total Stockholders’ Deficit | 4,294,105 | (4,043,192) |
Total Liabilities and Stockholders’ Deficit | $ 29,039 | $ 18,382 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Furniture and equipment, net of depreciation | $ 80,580 | $ 80,580 |
Debt Discount | $ 0 | $ 76,255 |
Preferred shares, authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, issued | 374,305,480 | 343,237,369 |
Common stock, outstanding | 374,305,480 | 343,237,369 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
Professional Services | 134,854 | 12,554,173 |
General and administrative | 42,791 | 280,674 |
Total operating expenses | 177,645 | 12,834,847 |
Loss from operations | (177,645) | (12,834,847) |
Other income (expense) | ||
Other income | 6,300 | 4,682 |
Interest expense | (5,113) | (20,593) |
Total other income (expense) | 1,187 | (15,911) |
Net Income (Loss) | (176,458) | (12,850,758) |
Other Comprehensive Income | ||
Net Comprehensive Loss | $ (250,913) | $ (12,860,004) |
Income (Loss) per share: | ||
Basic and diluted | $ 0 | $ (0.04) |
Weighted average shares outstanding | 374,305,480 | 357,276,203 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIENCY - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance, September 30, 2021 | $ (4,043,192) | $ 3,263,621 |
Foreign currency translation adjustment | (74,455) | (9,246) |
Net loss | (176,458) | (12,850,758) |
Balance, December 31, 2021 | (4,294,105) | 2,833,038 |
Shares issued in connection with the sale of common stock | 46,921 | |
Stock-based compensation expense | 12,382,500 | |
Common Stock [Member] | ||
Balance, September 30, 2021 | $ 3,748 | $ 3,437 |
Shares, Outstanding, Beginning Balance | 374,305,480 | 343,237,369 |
Foreign currency translation adjustment | ||
Net loss | ||
Balance, December 31, 2021 | 3,748 | $ 3,633 |
Shares, Outstanding, Ending Balance | 362,823,733 | |
Shares issued in connection with the sale of common stock | $ 12 | |
Shares issued in connection with the sale of common stock | 1,200,000 | |
Stock-based compensation expense | $ 184 | |
Stock-based compensation expense | 18,386,364 | |
Additional Paid-in Capital [Member] | ||
Balance, September 30, 2021 | 63,527,513 | $ 49,922,922 |
Foreign currency translation adjustment | ||
Net loss | ||
Balance, December 31, 2021 | $ 63,527,513 | 62,427,147 |
Shares, Outstanding, Ending Balance | 374,305,480 | |
Shares issued in connection with the sale of common stock | 121,909 | |
Stock-based compensation expense | 12,382,316 | |
Stock Receivable [Member] | ||
Balance, September 30, 2021 | $ (795,000) | (720,000) |
Foreign currency translation adjustment | ||
Net loss | ||
Balance, December 31, 2021 | (795,000) | (795,000) |
Shares issued in connection with the sale of common stock | (75,000) | |
Stock-based compensation expense | ||
Retained Earnings [Member] | ||
Balance, September 30, 2021 | (67,070,016) | (46,050,640) |
Foreign currency translation adjustment | ||
Net loss | (176,458) | (12,850,758) |
Balance, December 31, 2021 | (67,246,474) | (58,901,398) |
Shares issued in connection with the sale of common stock | ||
Stock-based compensation expense | ||
AOCI Attributable to Parent [Member] | ||
Balance, September 30, 2021 | 290,563 | 107,902 |
Foreign currency translation adjustment | (74,455) | (9,246) |
Net loss | ||
Balance, December 31, 2021 | $ 216,108 | 98,656 |
Shares issued in connection with the sale of common stock | ||
Stock-based compensation expense |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net Income (loss) | $ (176,458) | $ (12,850,758) |
Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||
Stock-based compensation | 12,382,500 | |
Depreciation expense | 83 | 264 |
Amortization of intangibles | 247,725 | |
Amortization of discount | 13,943 | |
Change in operating assets and liabilities: | ||
Accounts payable | 49,269 | 69,776 |
Accrued interest payable | 5,113 | 6,649 |
Pre-Payments | ||
Other receivable | (2,094) | |
Due to related parties | 112,026 | 87,046 |
Net cash used in operating activities | (9,967) | (44,949) |
Cash flows from financing activities | ||
Due to Affiliates | 20,000 | |
Proceeds from issuance of common stock | 46,921 | |
Issuance of short term note payable, net of OID | ||
Net cash from financing activities | 20,000 | 46,921 |
Effect of currency translations to cash flow | 185 | (911) |
Net change in cash and cash equivalents | 10,218 | 1,061 |
Beginning of period | 2,857 | 3,728 |
End of period | 13,075 | 4,789 |
Supplemental cash flow information | ||
Interest paid | ||
Taxes | ||
Noncash investing and financing activities: | ||
Debt discount |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | 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 Graphene & Solar’s audited financial statements as of September 30, 2022. Going Concern 67,246,472 Future issuances of the Company’s equity or debt securities will be required for the Company to finance operations and continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Principles of Consolidation and Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2022. Use of Estimates Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Cash and Cash Equivalents Derivative Financial Instruments 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 quarter ending December 31, 2022. Therefore, no derivative liabilities were recorded during the quarter ended December 31, 2022. Stock-Based Compensation “Compensation - Stock Compensation,” During the quarter ended December 31, 2022, the Company did not issue any shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. During the quarter ended December 31, 2021, the Company issued 18,386,364 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 market price of the Company’s common stock on each grant date, aggregated $12,382,500. Total stock-based compensation expense was $ 0 12,382,500 Foreign Currency Translations Earnings Per Share Reclassifications |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 3 – NOTES PAYABLE The Company’s indebtedness as of December 31, 2022 and September 30, 2022 were as follows: Schedule of Notes Payable Description December 31, 2022 September 30, 2022 Convertible notes $ 100,747 $ 100,747 Notes Payable $ 76,938 $ 76,255 Related party loans 20,000 — 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 December 31, 2022 and September 30, 2022, the total promissory notes payable balance was $104,222 and $118,965 including accrued interest of $44,222 and $42,710, 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. During the year ended September 30, 2020 a Company Advisor, loaned the Company $5,811. The loan is a demand note at zero interest. Convertible Notes Payable As of December 31, 2022 and September 30, 2022, noteholders representing $70,747 in outstanding principal had not requested the exchange of shares of common stock. As of December 31, 2022 and September 30, 2022, the exchange obligation payable was $171,572 and $168,897 including accrued interest of $100,825 and $98,150, respectively. As of December 31, 2022 and September 30, 2022, the exchange obligation was for 51,834 shares and 51,026 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 December 31, 2022 and September 30, 2022, the total convertible note payable balance was $50,753 and $49,997, including accrued interest of $20,753 and $19,997 respectively. As of December 31, 2022 and September 30, 2022, the exchange obligation was for 101,506 shares and 99,994 shares of common stock, respectively. Related Party Loans 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. |
RELATED PARTY
RELATED PARTY | 3 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | NOTE 4- RELATED PARTY CSA Liang Pty Ltd, a management company controlled by the Company’s Chief Executive Officer, and a Company Director, provides management services to the Company for which the Company is charged $20,833 monthly. During the three months ended Dec 31, 2022, the Company incurred charges to operations of $62,499 with respect to this arrangement. 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. During the quarters ended December 31, 2022 and 2021, stock-based compensation expense relating to directors, officers, affiliates and related parties was $ 0 (no shares) and $2,485,000 (3,500,000 shares), respectively. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY No common shares were issued during the quarter ended December 31, 2022. The Company has a total of 5,778,367 shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at December 31, 2022. |
INTANGIBLE ASSETS_PATENTS
INTANGIBLE ASSETS/PATENTS | 3 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS/PATENTS | NOTE 6 – 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. Schedule of Finite Lived Intangible Assets December 31, 2022 September 30, 2022 Patents 1 6,777,424 Accumulated amortization — (982,821 ) Total patent costs, net 1 1 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS On April 1, 2023, Mr. Jason May was appointed Chief Executive Officer by the Board of Directors. Mr. Andrew Liang has stepped down from the CEO role but remains a Director on the Board. Mr. May was granted 2,000,000 shares per the terms of the agreement. As of this filing date, the 2,000,000 shares have been approved but remain unissued. On April 1, 2023, Mr. Charles Wantrup was appointed Corporate Secretary by the Board of Directors. 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 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. On April 1, 2023, Mr. Arnold Sock signed a services agreement with the Company and was issued 5,000,000 shares per the terms of the agreement. On April 12, 2023, Mr. Raymond Purdon signed a consulting agreement with the Company and was issued 5,000,000 shares per the terms of the agreement. On April 27, 2023, Brookside Communications signed a consulting agreement with the Company and was issued 250,000 shares per the terms of the agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2022. |
Use of Estimates | Use of Estimates Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Derivative Financial Instruments | Derivative Financial Instruments 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 quarter ending December 31, 2022. Therefore, no derivative liabilities were recorded during the quarter ended December 31, 2022. |
Stock-Based Compensation | Stock-Based Compensation “Compensation - Stock Compensation,” During the quarter ended December 31, 2022, the Company did not issue any shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. During the quarter ended December 31, 2021, the Company issued 18,386,364 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 market price of the Company’s common stock on each grant date, aggregated $12,382,500. Total stock-based compensation expense was $ 0 12,382,500 |
Foreign Currency Translations | Foreign Currency Translations |
Earnings Per Share | Earnings Per Share |
Reclassifications | Reclassifications |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Schedule of Notes Payable Description December 31, 2022 September 30, 2022 Convertible notes $ 100,747 $ 100,747 Notes Payable $ 76,938 $ 76,255 Related party loans 20,000 — |
INTANGIBLE ASSETS_PATENTS (Tabl
INTANGIBLE ASSETS/PATENTS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite Lived Intangible Assets | Schedule of Finite Lived Intangible Assets December 31, 2022 September 30, 2022 Patents 1 6,777,424 Accumulated amortization — (982,821 ) Total patent costs, net 1 1 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | 150 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Net losses | $ 67,246,472 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Stock or Unit Option Plan Expense | $ 0 | $ 12,382,500 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Debt Disclosure [Abstract] | ||
Convertible notes | $ 100,747 | $ 100,747 |
Notes Payable | 76,938 | 76,255 |
Related party loans | $ 20,000 |
Schedule of Finite Lived Intang
Schedule of Finite Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 1 | $ 6,777,424 |
Accumulated amortization | (982,821) | |
Total patent costs, net | $ 1 | $ 1 |