Graphene & Solar Technologies Ltd 10-Q for FY2021 Q3
Graphene & Solar Technologies Ltd (GSTX)
About this 10-Q
Graphene & Solar Technologies Ltd filed this 10-Q on September 2, 2021, covering the quarter ended June 30, 2021 (FY2021 Q3).
Headline figures
Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $753.26K
- compared with a net loss of $475.49K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from __________ to __________
Commission
File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including Zip Code)
(
(Issuer’s telephone number, including area code)
(formerly known as Solar Quartz Technologies Corporation)
(Former name or former address if changed since last report)
Check
whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☐ | Smaller reporting company | ||
| Emerging growth company |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of September 02, 2021, the registrant had outstanding shares of common stock.
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
FORM 10-Q
TABLE OF CONTENTS
| PART I — FINANCIAL INFORMATION | ||
| Item 1. | Condensed Consolidated Balance Sheets (Unaudited) | 3 |
| Item 2. | Condensed Consolidated Statements of Operations (Unaudited) | 4 |
| Item 3. | Condensed Consolidated Statements of Changes in Stockholders’ Deficiency (Unaudited) | 5 |
| Item 4. | Condensed Consolidated Statements of Cash Flows (Unaudited) | 7 |
| Item 5. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 13 |
| Item 6. | Controls and Procedures. | 16 |
| PART II — OTHER INFORMATION | 18 | |
| Item 1 | Legal Proceedings | 18 |
| Item 1A | Risk Factors | 18 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| Item 3 | Defaults on Senior Securities | 18 |
| Item 4 | Mine Safety Disclosures | 18 |
| Item 5 | Other Information | 18 |
| Item 6. | Exhibits. | 18 |
| SIGNATURES | 19 | |
| 2 |
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | September 30, | |||||||
| 2021 (Unaudited) | 2020 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Other Assets: | ||||||||
| Furniture & Equipment, net of depreciation, $ | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and other payable | $ | $ | ||||||
| Accrued interest payable | ||||||||
| Notes payable-in default | ||||||||
| Due to related parties | ||||||||
| Convertible notes payable-, net of discount $ | ||||||||
| Other loans | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ par value; shares authorized; , issued or outstanding | ||||||||
| Common stock, $ par value; and shares authorized; and shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
GRAPHENE & SOLAR TECHNOLOGIES Limited
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ending June 30 | Nine Months Ending June 30 | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Costs and expenses | ||||||||||||||||
| Professional Services | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income (Loss) | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Comprehensive income (Loss) | $ | ( | ) | ( | ) | |||||||||||
| Net Comprehensive Income (Loss) | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Income (Loss) per share: | ||||||||||||||||
| Basic and diluted | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Weighted average shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
(Formerly Solar Quartz Technologies Corporation)
AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
(Unaudited)
Three and Nine Months Ended June 30, 2021 and 2020
| Accumulated | ||||||||||||||||||||||||
| Common Stock | Additional | Other | Total | |||||||||||||||||||||
| Par | Paid-in | Comprehensive | Accumulated | Stockholders’ | ||||||||||||||||||||
| Shares | Value | Capital | Income | Deficit | Deficiency | |||||||||||||||||||
| Balance, September 30, 2020 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued in connection with the sale of common stock | ||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Shares issued in connection with the sale of common stock | — | |||||||||||||||||||||||
| Beneficial conversion discount on convertible notes payable | — | |||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Shares issued in connection with the sale of common stock | ||||||||||||||||||||||||
| Shares issued in connection with conversion of notes payable | ||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||
| Beneficial conversion discount on convertible notes payable | — | |||||||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| 5 |
| Accumulated | ||||||||||||||||||||||||
| Common Stock | Additional | Other | Total | |||||||||||||||||||||
| Par | Paid-in | Comprehensive | Accumulated | Stockholders’ | ||||||||||||||||||||
| Shares | Value | Capital | Income | Deficit | Deficiency | |||||||||||||||||||
| Balance, September 30, 2019 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued in connection with the sale of common stock | ||||||||||||||||||||||||
| Debt discount on convertible notes | — | |||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Shares issued in connection with the sale of common stock | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Shares issued in connection with the sale of common stock | ||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||
| Debt discount on convertible notes | — | |||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
GRAPHENE & SOLAR TECHNOLOGIES Limited
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine-Month Period Ended June 30, 2021 and 2020
(Unaudited)
| 2021 | 2020 | |||||||
| Cash flows from operating activities | ||||||||
| Net Income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Depreciation expense | ||||||||
| Amortization of discount | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts payable | ||||||||
| Accrued interest payable | ||||||||
| Receivables | ||||||||
| Pre-Payments | ( | ) | ( | ) | ||||
| Due to related parties | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Cash paid for purchase of fixed assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Due to Affiliates | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Repayments to related party | ||||||||
| Issuance of short term note payable, net of OID | ||||||||
| Net cash from financing activities | ||||||||
| Effect of currency translations to cash flow | ( | ) | ( | ) | ||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Beginning of period | ||||||||
| End of period | $ | $ | ||||||
| Supplemental cash flow information | Quarter ended June 30, | |||||||
| 2021 | 2020 | |||||||
| Interest paid | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Noncash investing and financing activities: | ||||||||
| Debt discount on convertible notes | ||||||||
| Conversion of loan principal & accrued interest into shares | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 7 |
GRAPHENE & SOLAR TECHNOLOGIES Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 Solar Quartz’s audited financial statements as of September 30, 2020.
Going Concern – The Company has incurred cumulative net losses throughout 2019 and 2020 financial periods and currently in 2021 periods. Accordingly, it requires capital to fund working capital deficits and for future operating activities to take place. The Company’s ability to raise new funds through the future issuances of debt or common stock is unknown. The obtainment of additional financing, the successful development of a plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern.
Going Concern – The Company
has incurred cumulative net losses since inception of $
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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Principles of Consolidation and Basis of Presentation — The consolidated financial statements include the accounts of Graphene & Solar Technologies Limited and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2020.
Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| 8 |
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 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 June 30, 2021 and 2020, the Company had $
Concentrations - As of June 30, 2021, there were no known concentrations other than those identified in Note 3 and Note 4 below.
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 quarter ending June 30, 2020. Therefore, no derivative liabilities were recorded during the quarter ended June 30, 2021.
During the quarter ended June
30, 2021, the Company issued shares of the Company’s common stock to consultants. Since September 30, 2020 the
Company has issued a total of shares of the Company’s common stock to consultants. The fair value of the shares,
as determined by reference market price of the Company’s common stock on each grant date, during the quarter ended June 30,
2021 aggregated $
During the quarter ended June 30, 2021, the Company issued no shares of the Company’s common stock to members of the Board of Directors or employees.
Total stock-based compensation expense was $ and $ for the quarters ended June 30, 2021 and 2020, respectively.
Foreign Currency Translations – The functional currency of the Company’s foreign subsidiary is primarily the respective local currency. Assets and liabilities of the Company’s foreign subsidiary are translated into U.S. Dollars at the year-end exchange rate, and revenues and expenses are translated at average monthly exchange rates. Translation gains and losses are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. All other foreign currency transaction gains and losses are included in other (income) expense, net.
| 9 |
Reclassifications - Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.
NOTE 3 – CONVERTIBLE NOTES PAYABLE
The Company’s indebtedness as of June 30,2021 and September 30, 2020 were as follows:
Schedule of notes payable
| Schedule of notes payable | ||||||||
| Description | June 30, 2021 | September 30, 2020 | ||||||
| Convertible notes | $ | $ | ||||||
| Notes Payable | $ | $ | ||||||
| Other loans | ||||||||
Notes Payable and Other Loans
During 2015 and 2016, the Company
executed promissory notes payable with six individuals with an aggregate principal balance of $
During the year ended September
30, 2020 a Company Advisor, loaned the Company $
On May 18, 2021 a Company Advisor,
loaned the Company $
Convertible Notes Payable
As of June 30, 2021 and September
30, 2020, noteholders representing $
On February 1, 2016, the Company
issued convertible secured note payable of $
On December 5, 2019, the Company issued a convertible
note payable in the amount of $
| 10 |
On October 2, 2020, the Company
closed a Securities Purchase Agreement with Geneva Roth Remark Holdings Inc (“GRRH”). In connection therewith, the
Company issued GRRH a convertible note payable in the amount of $
This convertible note and accrued interest of $
On November 11, 2020, the Company
closed a Securities Purchase Agreement with Geneva Roth Remark Holdings Inc (“GRRH”). In connection therewith, the
Company issued GRRH a convertible note payable in the amount of $
The majority shareholder agreed
to increase authorized shares if needed in order to settle this convertible loan note debt. The note was discounted for the full
amount and fully amortized during the period. The full discount of $
This convertible note and accrued
interest of $
| 11 |
NOTE 4- RELATED PARTY
PGRNZ Limited, 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 $75,000(AUD)
quarterly, approximately $
As of June 30, 2021 and September 30,
2020, accrued expenses due to PGRNZ and other related parties was $
NOTE 5 – STOCKHOLDERS’ EQUITY
Other than for Stock based compensation
(see Note 2) and conversions of Notes Payables, new Common shares were issued during the nine month period ending June
30, 2021 for proceeds totaling $
The Company has a total of shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at June 30, 2021
NOTE 6 – COMMITTMENTS & CONTINGENCIES
Contingencies
From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events. As of June 30, 2021, there were no pending or threatened litigation against the Company.
NOTE 7 – NEW SUBSIDIARY COMPANY
US Thin-Film Corporation was registered in April 2021 in the State of Nevada USA as a wholly owned subsidiary of Graphene & Solar Technologies Limited. The purpose of this subsidiary is to hold all of the share capital in Cima Specialty Materials Ltd (“CSML”).
NOTE 8 – SUBSEQUENT EVENTS
During the month of July 2021 additional Common shares of were approved for Stock based compensation to two company advisors at $ per share, Common shares for stock based compensation approved as second tranche with existing Company Advisor agreement from May 2021 at $ per share as well as 500,000 Common shares for stock based compensation for a Company Advisor approved at $0.35 share.
Cima Specialty Materials Ltd “CSML” has been acquired by US Thin-Film Corporation under a Share Sale and Purchase Agreement with parent company CIMA Nanotech Holdings Limited. Under the terms of the Agreement 31,665,604 Regulation 144, restricted Common shares of the Company were agreed, approved and issued as full and total consideration for the share sale and purchase of CSML. (Refer also ITEM II MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION.)
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
FORWARD LOOKING STATEMENTS
The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain a historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our Form 10-K report for the year ended September 30, 2020, filed with the U.S. Securities Exchange Commission (“SEC”) and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements or disclose any difference between our actual results and those reflected in these statements.
Overview
In July 2017 we acquired Solar Quartz Technologies Limited, a New Zealand corporation. We continue to seek new financing in the form of equity, debt or a combination thereof to meet development and general operating obligations. Absent achieving sufficient funds soon, our viability is in doubt. The Company has managed to raise some capital by sale of shares, but as of June 30, 2021, the Company has not been successful in raising sufficient funds; However, work is underway to secure funding, and we believe that funding for the Company is possible in the near future although no assurance can be made as to the amount of funds, if any, or the terms thereof.
The Company has appointed additional advisors to assist in securing new financing for its projects and general operating obligations.
Current Business and Operations
We continue to develop our detailed plans for multi-faceted production facilities in Queensland Australia to enable us to process raw high purity quartz from the region into higher value high purity quartz products and sands (HPQS). Further work is proceeding in respect to graphene production capability and business planning on thin film capability.
Currently GSTX is primarily focused upon completing development and initial production for commercially viable and efficient photovoltaic “Transparent Solar Cells/Panels”. This is to particularly meet increasing demand from the construction industry for clear and transparent solar panel windows in high-rise buildings. Such installations can significantly contribute to the facility’s electricity requirements.
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In 2017 GSTX recognized the remarkable potential of the amazing new 2D (Length & Width only -One micron thickness) wonder-material Graphene to be utilized in high- end electronics production and for the production more robust and efficient essential combination materials. GSTX the US Public company, (then Solar Quartz Technologies) (SQTX) was renamed Graphene & Solar Technologies (GSTX) in July 2018. Since 2017 GSTX has established a strong working association with a pioneering United States based producer of Graphene. This US production house is highly regarded internationally for their ESG” compliant processing and production techniques utilized for Graphene manufacturing. The production house has also established itself as a major exponent of Graphene enhanced polymers currently used in low-cost rapid production large scale 3D Home printing of near indestructible housing. Following three (3) years of extensive evaluation and design consideration GSTX and its USA associate, have agreed to progress a new Joint Venture to establish an Australian Graphene production facility in Brisbane, Australia forthwith. The terms of the joint venture and funding are yet to be finalized.
For 18 months the Company has been conducting due diligence on a company holding a valuable patent portfolio in the area of transparent and conductive thin film and that would enable the Company to complement its expertise in High Purity quartz and downstream applications in next generation transparent and flexible PV Solar Cell and semiconductor applications. In July, the Company closed a Share Sale and Purchase Agreement through its wholly owned subsidiary, US Thin-Film Corporation (a Nevada company registered in April 2021 for this purpose) with CIMA Nanotech Holdings Limited, “CNHL”, (a Cayman Island Registered company) to acquire its wholly owned subsidiary company Cima Specialty Materials Ltd and its wholly owned subsidiary companies, one of which holds a valuable portfolio of patents.
Under the terms of the Agreement 31,665,604 Regulation 144, restricted Common shares of the Company were agreed, approved and issued as full and total consideration for the share sale and purchase.
US Thin Film Corporation (USTFC), a United States company established in April 2021 as a 100% owned subsidiary the Company, now owns via the acquisition of Cima Specialty Materials Ltd exclusive, Intellectual Property rights to a Patent Portfolio of 72 (seventy-two) Patents. The Patents broadly cover the production of Transparent Conductive Thin Films (TCF)and several advanced nano-particle technologies used to produce innovative next-generation Thin-Film Conductive Coatings, Electro-Magnetic Shielding, transparent antennas, advanced touch screens, transparent anti-ice heating/defogging applications and of importance for next generation transparent solar panels.
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Results of Operations
For the fiscal quarters ended June 30, 2021 and 2020 we generated no revenues, and thus no cost of sales or gross profits.
For the fiscal quarters ended June 30, 2021 and 2020, we incurred $660,644 and $464,110 respectively in operating expenses.
For the fiscal quarter ended June 30, 2021 we recorded other expenses of $99,267 while in June 30, 2020 we incurred expenses of $13,349 both items are represented by accrued interest on debt. Other income of $6,656 was earned in the fiscal quarter, June 30, 2021.
For quarter ended June 30, 2021, we reported net loss before taxes of $753,255 while in the six months ended June 30, 2020, we reported a net loss before taxes of $475,487. Since there were no tax obligations in either year, net income / loss in each year was the same as that reported before taxes.
For the periods ended September 30, 2020 and June 30, 2021, our cash positions were $12 and $1170 respectively.
As of June 30, 2021, we had total current liabilities of $2,080,586 while as of September 30, 2020, we had total current liabilities of $1,684,546 an increase of about23%. Accrued interest payable increased from $132,099 to $147,763 all attributable to accruals on the loans and the convertible notes payable.
Liquidity and Capital Resources
As of June 30, 2021, we had $16,749 in total current assets, $1,041 in total other assets and $2,080,586 in total current liabilities. Accordingly, we had a working capital deficit of $2,079,926.
Operating activities used $218,410 in cash for the nine-month period ended June 30, 2021, as compared to $213,764 for the nine-month period ended June 30, 2020.
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Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 1.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive and Interim Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive [and Financial Officer], or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of December 31, 2020, our disclosure controls and procedures were not effective.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (“COSO”).
As of period covered by this Quarterly Report on Form 10-Q, we have concluded that our internal control over financial reporting was ineffective. The Company’s assessment identified certain material weaknesses which are set forth below:
Functional Controls and Segregation of Duties
Because of the Company’s limited resources, there are limited controls over information processing.
There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.
Accordingly, as the result of identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
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Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of our Principal Executive and Financial Officer and implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Roger May, our Principal Executive Officer, evaluated the effectiveness of our internal control over financial reporting as of June 30, 2021 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework (2013). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management has addressed the underlying causes for our weaknesses in internal control since early FY 2021. Our efforts to raise both debt and equity capital soon will allow us to undertake additional engagement of external independent consultants to assist with the processing of data and drafting financial reports on a timely basis in future reporting periods.
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PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Our business is subject to numerous risks and uncertainties including but not limited to those discussed in “Risk Factors” in our annual report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Please see Note 5 to our Financial Statements.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GRAPHENE & SOLAR TECHNOLOGIES LIMITED | ||
| Date: September 02, 2021 | By: | /s/ Roger May |
| Chief Executive Officer and Director | ||
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