Cover
Cover - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Jan. 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2023 | |
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 | 11201 North Tatum Boulevard Suite 300 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85028 | |
City Area Code | (602) | |
Local Phone Number | 388-8335 | |
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 | $ 1,973,080 | |
Entity Common Stock, Shares Outstanding | 421,892,610 | |
Documents Incorporated by Reference [Text Block] | None | |
Auditor Name | M&K CPAS, PLLC | |
Auditor Firm ID | 2738 | |
Auditor Location | Woodlands, TX |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Current Assets: | ||
Cash | $ 1,094 | $ 2,857 |
Prepaid expenses | 11,108 | 11,183 |
Total Current Assets | 12,202 | 14,040 |
Other Assets: | ||
Furniture and equipment, net of depreciation $77,056 | 937 | 1,273 |
Intellectual property – at cost, net | 1 | |
Other intangible assets – at cost | 975 | 975 |
Other receivable | 4,015 | 2,094 |
Total Assets | 18,130 | 18,382 |
Current Liabilities | ||
Accounts payable and other payable | 2,594,247 | 2,380,565 |
Accrued interest payable | 184,851 | 161,602 |
Due to related party | 1,985,601 | 1,342,405 |
Notes payable – in default | 60,000 | 76,255 |
Convertible notes payable, net of discount $0 and $0, and $100,747 in default | 100,747 | 100,747 |
Notes payable – Related Party | 71,713 | |
Total Current Liabilities | 4,997,159 | 4,061,574 |
Total Liabilities | 4,997,159 | 4,061,574 |
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; 421,292,610 and 374,305,480 shares issued and outstanding | 4,219 | 3,748 |
Additional paid-in capital | 63,883,853 | 63,527,513 |
Stock Receivable | (795,000) | (795,000) |
Accumulated deficit | (68,375,078) | (67,070,016) |
Accumulated other comprehensive income | 302,977 | 290,563 |
Total Stockholders’ Deficit | (4,979,029) | (4,043,192) |
Total Liabilities and Stockholders’ Deficit | $ 18,130 | $ 18,382 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
[custom:AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipments-0] | $ 77,056 | |
Debt Instrument, Unamortized Discount, Current | $ 0 | $ 0 |
Preferred stock, 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, Authorized | 500,000,000 | 500,000,000 |
Common stock, Par value | $ 0.00001 | $ 0.00001 |
Common stock, Issued | 421,292,610 | 374,305,480 |
Common stock, Outstanding | 421,292,610 | 374,305,480 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses: | ||
Professional fees | 1,096,237 | 13,912,620 |
General and administration | 176,869 | 1,109,221 |
Total operating expenses | 1,273,106 | 15,021,841 |
Loss from operations | (1,273,106) | (15,021,841) |
Other Income (Expense): | ||
Other income | 31,455 | 24,982 |
Interest expense | (23,249) | (35,262) |
Loss on extinguishment of debt | (40,162) | (192,652) |
Impairment of assets | (5,794,603) | |
Total Other Income (Expense) | (31,956) | (5,997,535) |
Net Income (Loss) | (1,305,062) | (21,019,376) |
Other Comprehensive Income | 12,414 | 182,661 |
Net Comprehensive Loss | (1,292,648) | (20,836,715) |
Net Loss available to common shareholders | $ (1,292,648) | $ (20,836,715) |
Basic and diluted loss per common share | $ 0 | $ (0.06) |
Weighted average number of common shares outstanding | ||
Basic and diluted | 387,153,066 | 363,203,503 |
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, 2021 | $ 3,437 | $ 49,922,922 | $ (720,000) | $ (46,050,640) | $ 107,902 | $ 3,263,621 |
Balance, shares at Sep. 30, 2021 | 343,237,369 | |||||
Shares issued for cash | $ 12 | 121,909 | (75,000) | 46,921 | ||
Shares issued for cash, shares | 1,200,000 | |||||
Stock-based compensation | $ 289 | 13,207,692 | 13,207,981 | |||
Stock-based compensation, shares | 28,868,111 | |||||
Settlement of notes | $ 10 | 274,990 | 275,000 | |||
Settlement of notes | 1,000,000 | |||||
Foreign currency translation adjustment | 182,661 | 182,661 | ||||
Other comprehensive income, net of tax | (21,019,376) | (21,019,376) | ||||
Ending balance, value at Sep. 30, 2022 | $ 3,748 | 63,527,513 | (795,000) | (67,070,016) | 290,563 | (4,043,192) |
Balance, shares at Sep. 30, 2022 | 374,305,480 | |||||
Stock-based compensation | $ 468 | 291,132 | 291,600 | |||
Stock-based compensation, shares | 46,750,000 | |||||
Settlement of notes | $ 3 | 65,208 | 65,211 | |||
Settlement of notes | 237,130 | |||||
Foreign currency translation adjustment | 12,414 | 12,414 | ||||
Other comprehensive income, net of tax | (1,305,062) | (1,305,062) | ||||
Ending balance, value at Sep. 30, 2023 | $ 4,219 | $ 63,883,853 | $ (795,000) | $ (68,375,078) | $ 302,977 | $ (4,979,029) |
Balance, shares at Sep. 30, 2023 | 421,292,610 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net Income (loss) | $ (1,305,062) | $ (21,019,376) |
Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||
Stock-based compensation | 291,600 | 13,207,981 |
Depreciation expense | 338 | 829 |
Amortization of intangibles | 982,821 | |
Amortization of discount | 13,943 | |
Loss on Settlement of Debt | 40,162 | 192,652 |
Accounts payable related party | ||
Impairment of assets | 5,794,603 | |
Changes in operating assets and liabilities: | ||
Accounts payable | 227,007 | 238,554 |
Accrued interest payable | 23,249 | 21,318 |
Other Receivables | (1,921) | (2,094) |
Pre-Payments | 6,403 | |
Due to related parties | 652,447 | 518,543 |
Net cash used in operating activities | (72,180) | (43,823) |
Cash flows from investing activities | ||
Cash paid for purchase of fixed assets | ||
Net cash used in investing activities | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 46,921 | |
Due to Affiliates | ||
Issuance of short term note payable, net of OID | 71,713 | |
Net cash from financing activities | 71,713 | 46,921 |
Effect of currency translations to cash flow | (1,296) | (3,969) |
Net change in cash and cash equivalents | (1,763) | (871) |
Beginning of Period | 2,857 | 3,728 |
End of Period | 1,094 | 2,857 |
Supplemental cash flow information | ||
Interest paid | ||
Taxes | ||
Non-cash investing and financing activities: | ||
Settlement of Debt for Common Stock | $ 25,049 | $ 82,348 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Sep. 30, 2023 | |
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. Going Concern 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. 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, 2023. 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, 2023, the Company had cash of $ 1,094 available to fund its operations. The Company needs to raise additional capital during the year ending September 30, 2024 to fund its ongoing business activities. The amount and timing of future cash requirements during the year ended September 30, 2024 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 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 $31,455. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 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, 2023 and 2022, the Company had $ 1,094 and $ 2,857 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 2023 and 2022. Therefore, no derivative liabilities were recorded during the year ended September 30, 2023: Schedule of derivative financial instruments Fair Value Measurements Using Significant Observable Inputs (Level 3) 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 $ — 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, 2023 $ — 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, 2023, 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, 2023, 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, 2023. 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, 2023, the Company issued 46,750,000 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 $291,600. 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. Total stock-based compensation expense was $291,600 and $13,207,981 for the years ended September 30, 2023 and 2022, 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, 2023 and 2022. For the years ended September 30, 2023 and 2022, respectively, the following common stock equivalents were potentially dilutive. Schedule of basic and diluted net loss per common share Years ended September 30, 2023 2022 (Shares) (Shares) Convertible notes payable 151,021 151,021 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, 2023 2022 Spot AUD: USD exchange rate $ 0.6458 $ 0.6502 Average AUD: USD exchange rate $ 0.6661 $ 0.7216 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, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment as of September 30, 2023 and 2022 are summarized as follows: Schedule of property and equipment September 30, September 30, 2023 2022 Laboratory and factory equipment $ 41,553 $ 41,454 Computers 3,413 3,677 Furniture and fixtures 33,027 33,393 77,993 78,524 Less accumulated depreciation (77,056 ) (77,251 ) Net property and equipment $ 937 $ 1,273 Depreciation expense for the years ended September 30, 2023 and 2022 was $340 and $829, respectively. |
INTANGIBLE ASSETS_PATENTS
INTANGIBLE ASSETS/PATENTS | 12 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS/PATENTS | NOTE 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 finite lived intangible assets September 30, 2023 September 30, 2022 Patents 1 6,777,424 Accumulated amortization — (982,821 ) Impairment Expense — (5,794,602 ) Total patent costs, net $ 1 $ 1 During the years ended September 3, 2023, and 2022, the Company recorded amortization expenses related to patents of $0 and $982,821, 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. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE The Company’s material future contractual obligations by fiscal years as of September 30, 2023 and 2022 were as follows: Schedule of notes payable September 30, September 30, Convertible Notes $ 100,747 $ 100,747 Notes Payable $ 60,000 $ 76,255 Notes Payable – Related Parties $ 71,713 $ — 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, 2023 and 2022, noteholders representing $70,747 in outstanding principal had not requested the exchange of shares of common stock. As of September 30, 2023 and 2022, the exchange obligation payable was $179,510 and $168,897, including accrued interest of $108,762 and $98,150, respectively. As of September 30, 2023 and 2022, the exchange obligation was for 54,233 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 September 30, 2023 and 2022, the total convertible note payable balance was $52,997 and $49,997, including accrued interest of $22,997 and $19,997, respectively. As of September 30, 2023 and 2022, the exchange obligation was for 105,994 shares and 99,994 shares of common stock, respectively. 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, 2023 and 2022, the total promissory notes payable balance was $108,710 and $102,710, including accrued interest of $48,710 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. 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. On February 28, 2023, the Company entered into a Promissory Loan Note with MI Labs Pty Ltd, in the amount of US$50,000 (of which $31,693 was received by the company as of September 30, 2023) with a maturity date of February 28, 2024. The loan will accrue interest at the rate 10% per annum. On July 20, 2023, the Company entered into a Promissory Loan Note with Pagemark Limited, in the amount of US$20,000, with a maturity date of July 20, 2024. The loan will accrue interest at the rate of 10% per annum. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Preferred Stock No preferred shares have been designated by the Company as of September 30, 2023 and 2022. 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, 2023 and 2022, the Company had 421,292,610 shares and 374,305,480 shares of common stock issued and outstanding, respectively. During the year ended September 30, 2023, the Company issued 46,987,130 shares of common stock as follows: ● 46,750,000 shares of the Company’s common stock to members of the Board of Directors, employees and consultants valued at $291,600 ($0.0062 per share average). ● 237,130 new common shares were issued to settle debt on convertible note that matured on December 5, 2021, totaling $65,211. The company recognized a loss of $40,162 on this exchange. 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. |
RELATED PARTY
RELATED PARTY | 12 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | NOTE 7 – RELATED PARTY Due to related party MI Labs Pty Ltd, a management company controlled by Mr. Jason May, the Company’s Chief Executive Officer and a Company Director, provides management services to the Company for which the Company is charged $25,000 monthly. During the year ended September 30, 2023, the Company incurred charges to operations of $150,000 with respect to this arrangement. CSA Liang Pty Ltd, a management company controlled by Mr. Andrew Liang, a Company Director and former Chief Executive Officer, provided management services to the Company for which the Company was charged $20,833 monthly. During the year ended September 30, 2023, the Company incurred charges to operations of $205,997 with respect to this arrangement. Sativus Investments, a management company controlled by Mr. Paul Saffron, the Company’s Chief Operations Officer, provides management services to the Company for which the Company is charged $20,000 monthly, plus a $60,000 sign-on bonus. During the year ended September 30, 2023, the Company incurred charges to operations of $140,000 with respect to this arrangement. 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 year ended September 30, 2022, the Company incurred charges to operations of $244,038 (US) 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. No charges or fees were incurred during the year ended September 30, 2023. During the year ended September 30, 2020 a Company Advisor, A. Liang, 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, 2023 and 2022, due to related parties was $ 1,985,601 and $ 1,342,405 , 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, 2023 and 2022, stock-based compensation expense relating to directors, officers, affiliates and related parties was $ 291,600 and $ 9,712,500 , respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 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, 2023 was $1,305,062, however the stock-based compensation of $291,600 is not used in the calculations below. For the years ended September 30, 2023 and 2022, 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, 2023 2022 Tax jurisdiction from: - Local $ (826,784 ) $ (7,181,972 ) - Foreign (186,678 ) (615,480 ) Loss before income taxes $ (1,013,462 ) $ (7,797,452 ) 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, 2023 and 2022, consists of the following: Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2023 2022 Net income (loss) $ (826,784 ) $ (7,181,972 ) Effective tax rate 21 % 21 % Income tax expense (benefit) (173,625 ) (1,508,214 ) Less: valuation allowance 173,625 1,508,214 Income tax expense (benefit) $ — $ — Net deferred tax assets consist of the following components as of September 30, 2023 and 2022: Schedule of Deferred Tax Assets September 30, September 30, 2023 2022 Net operating tax carryforwards $ 3,526,998 $ 3,353,374 Valuation allowance (3,526,998 ) (3,353,374 ) 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, 2023. 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, 2023 and 2022, the Company had $ 19,929,277 and $ 15,968,446 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, 2023 and 2022 is as follows: Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2023 2022 Net income (loss) $ (186,678 ) $ (615,480 ) Effective tax rate 28 % 28 % Income tax expense (benefit) (52,270 ) (172,334 ) Less: valuation allowance 52,270 172,334 Income tax expense (benefit) $ — $ — Net deferred tax assets consist of the following components as of September 30, 2023 and September 30, 2022: Schedule of Deferred Tax Assets September 30, September 30, 2023 2022 Net operating tax carryforwards $ 1,131,390 $ 1,079,121 Valuation allowance (1,131,390 ) (1,079,121 ) Net deferred tax asset $ — $ — As of September 30, 2023, the operations in New Zealand incurred $ 186,678 1,609,257 The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2023 and 2022: Schedule of Income tax provision September 30, September 30, 2023 2022 Deferred tax assets: Net operating tax carryforwards: United States $ 3,526,998 $ 3,353,374 New Zealand 1,131,390 1,079,121 Total 4,658,389 4,432,494 Valuation allowance (4,658,389 ) (4,432,494 ) Net deferred tax asset $ — $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Subsequent to September 30, 2023, the Company: Mr. Jason May was granted 2,000,000 shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued. Mr. Paul Saffron was granted 2,000,000 shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued. Ms. Kristine Woo was granted 2,000,000 shares per annum, per the terms of her consulting agreement. As of this filing date, the 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 October 9, 2023, the Company entered into a Promissory Loan Note with Allegro Investments Limited, in the amount of US$12,000, with a maturity date of October 9, 2023. The loan will accrue interest at the rate of 10% per annum. The Company issued 240,000 shares, per the terms of the agreement. On October 19, 2023, the Company entered into a Promissory Loan Note with Allegro Investments Limited, in the amount of US$10,000, with a maturity date of October 19, 2023. The loan will accrue interest at the rate of 10% per annum. The Company issued 200,000 shares, per the terms of the agreement. On October 31, 2023, the Company entered into a Promissory Loan Note with Allegro Investments Limited, in the amount of US$8,000, with a maturity date of October 31, 2023. The loan will accrue interest at the rate of 10% per annum. The Company issued 160,000 shares, per the terms of the agreement. The Company has evaluated events occurring subsequent to September 30, 2023 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, 2023 | |
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 | 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, 2023 and 2022, the Company had $ 1,094 and $ 2,857 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 2023 and 2022. Therefore, no derivative liabilities were recorded during the year ended September 30, 2023: Schedule of derivative financial instruments Fair Value Measurements Using Significant Observable Inputs (Level 3) 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 $ — 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, 2023 $ — |
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, 2023, 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, 2023, 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, 2023. 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, 2023, the Company issued 46,750,000 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 $291,600. 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. Total stock-based compensation expense was $291,600 and $13,207,981 for the years ended September 30, 2023 and 2022, 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, 2023 and 2022. For the years ended September 30, 2023 and 2022, respectively, the following common stock equivalents were potentially dilutive. Schedule of basic and diluted net loss per common share Years ended September 30, 2023 2022 (Shares) (Shares) Convertible notes payable 151,021 151,021 |
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, 2023 2022 Spot AUD: USD exchange rate $ 0.6458 $ 0.6502 Average AUD: USD exchange rate $ 0.6661 $ 0.7216 |
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, 2023 | |
Accounting Policies [Abstract] | |
Schedule of derivative financial instruments | Schedule of derivative financial instruments Fair Value Measurements Using Significant Observable Inputs (Level 3) 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 $ — 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, 2023 $ — |
Schedule of basic and diluted net loss per common share | Schedule of basic and diluted net loss per common share Years ended September 30, 2023 2022 (Shares) (Shares) Convertible notes payable 151,021 151,021 |
Schedule of foreign currency | Schedule of foreign currency September 30, September 30, 2023 2022 Spot AUD: USD exchange rate $ 0.6458 $ 0.6502 Average AUD: USD exchange rate $ 0.6661 $ 0.7216 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, September 30, 2023 2022 Laboratory and factory equipment $ 41,553 $ 41,454 Computers 3,413 3,677 Furniture and fixtures 33,027 33,393 77,993 78,524 Less accumulated depreciation (77,056 ) (77,251 ) Net property and equipment $ 937 $ 1,273 |
INTANGIBLE ASSETS_PATENTS (Tabl
INTANGIBLE ASSETS/PATENTS (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite lived intangible assets | Schedule of finite lived intangible assets September 30, 2023 September 30, 2022 Patents 1 6,777,424 Accumulated amortization — (982,821 ) Impairment Expense — (5,794,602 ) Total patent costs, net $ 1 $ 1 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable September 30, September 30, Convertible Notes $ 100,747 $ 100,747 Notes Payable $ 60,000 $ 76,255 Notes Payable – Related Parties $ 71,713 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
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, 2023 2022 Tax jurisdiction from: - Local $ (826,784 ) $ (7,181,972 ) - Foreign (186,678 ) (615,480 ) Loss before income taxes $ (1,013,462 ) $ (7,797,452 ) |
Schedule of Income tax provision | Schedule of Income tax provision September 30, September 30, 2023 2022 Deferred tax assets: Net operating tax carryforwards: United States $ 3,526,998 $ 3,353,374 New Zealand 1,131,390 1,079,121 Total 4,658,389 4,432,494 Valuation allowance (4,658,389 ) (4,432,494 ) Net deferred tax asset $ — $ — |
UNITED STATES | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2023 2022 Net income (loss) $ (826,784 ) $ (7,181,972 ) Effective tax rate 21 % 21 % Income tax expense (benefit) (173,625 ) (1,508,214 ) Less: valuation allowance 173,625 1,508,214 Income tax expense (benefit) $ — $ — |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets September 30, September 30, 2023 2022 Net operating tax carryforwards $ 3,526,998 $ 3,353,374 Valuation allowance (3,526,998 ) (3,353,374 ) Net deferred tax asset $ — $ — |
NEW ZEALAND | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation For the Years Ended September 30, 2023 2022 Net income (loss) $ (186,678 ) $ (615,480 ) Effective tax rate 28 % 28 % Income tax expense (benefit) (52,270 ) (172,334 ) Less: valuation allowance 52,270 172,334 Income tax expense (benefit) $ — $ — |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets September 30, September 30, 2023 2022 Net operating tax carryforwards $ 1,131,390 $ 1,079,121 Valuation allowance (1,131,390 ) (1,079,121 ) Net deferred tax asset $ — $ — |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Accounting Policies [Abstract] | ||
Cash | $ 1,094 | $ 2,857 |
Schedule of derivative financia
Schedule of derivative financial instruments (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Platform Operator, Crypto-Asset [Line Items] | ||||
Derivative Liability beginning balance | ||||
Addition of new derivatives recognized as debt discounts | ||||
Settled due to conversion of debt | ||||
Loss on change in fair value of the derivative | ||||
Derivative Liability ending balance |
Schedule of basic and diluted n
Schedule of basic and diluted net loss per common share (Details) - shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive share | 151,021 | 151,021 |
Schedule of foreign currency (D
Schedule of foreign currency (Details) | Sep. 30, 2023 | Sep. 30, 2022 |
Accounting Policies [Abstract] | ||
Spot AUD: USD exchange rate | 0.6458 | 0.6502 |
Average AUD: USD exchange rate | 0.6661 | 0.7216 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | |||
Cash and Cash Equivalents, at Carrying Value | $ 1,094 | $ 2,857 | $ 3,728 |
Schedule of property and equipm
Schedule of property and equipment (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 77,993 | $ 78,524 |
Less accumulated depreciation | (77,056) | (77,251) |
Net property and equipment | 937 | 1,273 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 41,553 | 41,454 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,413 | 3,677 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 33,027 | $ 33,393 |
Schedule of finite lived intang
Schedule of finite lived intangible assets (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 1 | $ 6,777,424 |
Accumulated amortization | (982,821) | |
Impairment Expense | (5,794,602) | |
Total patent costs, net | $ 1 | $ 1 |
Schedule of notes payable (Deta
Schedule of notes payable (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Debt Disclosure [Abstract] | ||
Convertible Notes | $ 100,747 | $ 100,747 |
Notes Payable | 60,000 | 76,255 |
Notes Payable – Related Parties | $ 71,713 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Other Liabilities, Current | $ 1,985,601 | $ 1,342,405 |
Share-Based Payment Arrangement, Expense | 291,600 | 13,207,981 |
Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Share-Based Payment Arrangement, Expense | 291,600 | $ 9,712,500 |
F.J.Garafalo [Member] | ||
Related Party Transaction [Line Items] | ||
Other Liabilities, Current | $ 3,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | $ (1,013,462) | $ (7,797,452) |
Local [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | (826,784) | (7,181,972) |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before income taxes | $ (186,678) | $ (615,480) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) | $ (1,013,462) | $ (7,797,452) |
Effective tax rate | 28% | 28% |
Income tax expense (benefit) | $ (173,625) | $ (1,508,214) |
Less: valuation allowance | 173,625 | 1,508,214 |
Income tax expense (benefit) | ||
UNITED STATES | ||
Net income (loss) | $ (826,784) | $ (7,181,972) |
Effective tax rate | 21% | 21% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Valuation allowance | $ (4,658,389) | $ (4,432,494) |
Net deferred tax asset | ||
UNITED STATES | ||
Net operating tax carryforwards | 3,526,998 | 3,353,374 |
Valuation allowance | $ (3,526,998) | $ (3,353,374) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) | $ (1,305,062) | $ (21,019,376) |
Effective tax rate | 28% | 28% |
Income tax expense (benefit) | $ (52,270) | $ (172,334) |
Less: valuation allowance | 52,270 | 172,334 |
Income tax expense (benefit) | ||
NEW ZEALAND | ||
Net income (loss) | $ (186,678) | $ (615,480) |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Valuation allowance | $ (4,658,389) | $ (4,432,494) |
Net deferred tax asset | ||
NEW ZEALAND | ||
Net operating tax carryforwards | 1,131,390 | 1,079,121 |
Valuation allowance | $ (1,131,390) | $ (1,079,121) |
Income Taxes (Details 5)
Income Taxes (Details 5) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Net operating tax carryforwards | $ 4,658,389 | $ 4,432,494 |
Valuation allowance | (4,658,389) | (4,432,494) |
Net deferred tax asset | ||
UNITED STATES | ||
Net operating tax carryforwards | 3,526,998 | 3,353,374 |
Valuation allowance | (3,526,998) | (3,353,374) |
NEW ZEALAND | ||
Net operating tax carryforwards | $ 1,131,390 | $ 1,079,121 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Effective Income Tax Rate Reconciliation, Percent | 28% | 28% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 173,625 | $ 1,508,214 | |
UNITED STATES | |||
Effective Income Tax Rate Reconciliation, Percent | 21% | 21% | |
Deferred Tax Assets, Operating Loss Carryforwards | $ 19,929,277 | $ 15,968,446 | |
NEW ZEALAND | |||
Effective Income Tax Rate Reconciliation, Percent | 28% | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 186,678 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1,609,257 |