Graphene & Solar Technologies Limited (GSTX) 10-Q 29 Jun 23 2023 Q1 Quarterly report Financial data

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