0001493152-22-003848 | 10-Q | XBRL Viewer

ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative)	Dec. 31, 2021	May 29, 2020
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity Method Investment, Ownership Percentage		50.00%
Parent Company [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity Method Investment, Ownership Percentage	18.50%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our unaudited condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods, in the opinion of the Company’s management, have been included. Operating results for the three and six months ended December 31, 2021, are not necessarily indicative of the results that may be expected for the year ending June 30, 2022. The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the year ended June 30, 2021, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 16, 2021 and amended on Form 10-K/A filed with the SEC on September 30, 2021 (as amended, the “2021 Form 10-K”).
Principles of consolidation	Principles of consolidation These accompanying unaudited condensed consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated. All significant intercompany transactions and balances have been eliminated upon consolidation.
Use of estimates	Use of estimates The preparation of consolidated 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 consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates.
Revenue recognition	Revenue recognition Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by delivering the promised goods or service deliverables to the customers. A good or service deliverable is transferred to a customer when, or as, the customer obtains control of that good or service deliverable. Development and regulatory approval costs Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the Condensed Consolidated Statements of Operations and Other Comprehensive Loss. R&D expenses include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; license fees to acquire in-process technology and other expenses. The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer to the R&D tax refund discussion below). Intellectual property acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred. In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. R&D tax refund The Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and R&D costs incurred to external service providers. The R&D tax refund receivable is recognized as an income as the Company believes that it probable that the amount will be recovered in full through a future claim. A total of $146,392 R&D tax refund income is recognized in the other income during the current period.
Foreign currency translation	Foreign currency translation Assets and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S. dollar) at the rate of exchange in effect on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. The functional currency of GBS Inc. is the United States dollar. Foreign currency movements resulted in a gain of $7,355 and a loss of $60,127 for the three and six months ended December 31, 2021 respectively (a gain of $33,856 and a loss of $16,712 for the three and six months ended December 31, 2020, respectively).
Income taxes	Income taxes In accordance with the provisions of ASC 740, Income Taxes, tax positions initially need to be recognized in the consolidated financial statements when it is more likely than not that the positions will be sustained upon examination by taxing authorities. It also provides guidance for de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of December 31, 2021, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated financial statements. Additionally, the Company had no interest and penalties related to income taxes.
Licensing rights	Licensing rights During the first quarter of the fiscal year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an amount of $976,308 in relation to the development and approval process for the Glucose Biosensor Technology. The Company recorded the license at the historical carrying value in the books of LSBD which was $nil and recorded the amount paid as a deemed dividend. The Company has agreed to pay royalties of sales & milestones payments as defined. On September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology. On June 23, 2020, the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV-2 application of the Saliva Glucose Biosensor. In relation to these licenses, there is no set expiration date for the license. However, the exclusivity of the license granted under the license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033. No royalties have been incurred through to December 31, 2021 (December 31, 2020: $nil). On March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”). The Option Agreement has a term of two years and the exercise price for the option is $5,000,000. The fee of $500,000 incurred for the option was expensed in the period incurred.
Deferred grant income	Deferred grant income On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. The grant has a total value of up to $4.7 million upon the achievement of certain milestones. Proceeds from the grant will be used primarily to reimburse the Company for costs incurred in the construction of the manufacturing facility. Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers, as the Australian Government will not benefit directly from our manufacturing facility. As there is no authoritative guidance under U.S. GAAP on accounting for grants to for-profit business entities, we applied International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance by analogy when accounting for the Australian Government grant to the Company. The Australian Government grant proceeds will be used to reimburse construction costs incurred meet the definition of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. We have elected to record the grants received as deferred income using the first method. Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received. As of June 30, 2021, management concluded that there was reasonable assurance the grant conditions will be met and all milestone payment received. The total grant value of $4.7 million was recognized as both a grant receivable and deferred grant income on the grant effective date. The grant receivable was reduced by $1.9 million for payments received during the six months ended December 31, 2021 (no payments were received during the three months ended December 31, 2021) and $2.8 million remains in grant receivable on the Condensed Consolidated Balance Sheets. After initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. Further, IAS 20 permits for recognition in earnings either separately under a general heading such as other income, or as a reduction of the cost of the asset. The Company has elected to recognize government grant income separately within other income. Accordingly, the deferred income related to the construction of the manufacturing facility will be amortized over the period of depreciation for the related factory as other income. A total of $31,399 deferred grant income was recognized in other income during the current period.
Net loss per share attributable to common shareholders	Net loss per share attributable to common shareholders (“EPS”) The Company calculates earnings per share attributable to common shareholders in accordance with ASC 260, Earning Per Share. Basic net income (loss) per share attributable to common shareholders is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by weighted-average common shares outstanding during the period plus potentially dilutive common shares, such as share warrants. Potentially dilutive common shares shall be calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all warrants are used to repurchase common share at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive.
Recent accounting pronouncements	Recent accounting pronouncements As the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply to private companies. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (“ASU 2020-06”). This update simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2020-06. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). This update requires all leases with a term greater than 12 months to be recognized on the balance sheet through a right-of-use asset and a lease liability and the disclosure of key information pertaining to leasing arrangements. This new guidance is effective for fiscal years beginning after December 15, 2021, and interim period within fiscal years beginning after December 15, 2022 as amended by ASU 2020-05 with early adoption permitted. The Company has not early adopted the standard and continues to evaluate the impact. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This update is intended to simplify various aspects of the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted ASU 2019-12 as of July 1, 2021 and the adoption did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments – Credit Losses (“ASU 2016-13”). This update (i) significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model which will be based on an estimate of current expected credit loss (“CECL”) (ASC 326-20); and (ii) provides for recording credit losses on available-for-sale (“AFS”) debt securities through an allowance account (ASC 326-30). The standard also requires certain incremental disclosures. Subsequently, the FASB issued several ASUs to clarify, improve, or defer the adoption of ASU 2016-13. ASU 2016-13, as amended by ASU 2019-10, is applicable for Smaller Reporting Companies (“SRCs”) for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company has not early adopted the standard and continues to evaluate the impact.

INCOME TAX (Details Narrative)	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Operating loss carryforwards	$ 29,929,253
Deferred tax assets	6,456,938
Deferred tax assets, valuation allowance	$ 6,456,938

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Feb. 28, 2021	Jan. 21, 2021	Dec. 31, 2021
Research and development expense	$ 2,054,880
Remaining payable amount			$ 841,913
Future minimum lease commitments			0
Purchase commitments			0
Sponsored Research Agreement [Member]
Research and development expense		$ 423,589
Milestone payable			$ 119,072

Condensed Consolidated Statements of Operations and Other Comprehensive Income/ (Loss) (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Other income:
Government support income	$ 177,791	$ 283,037	$ 177,791	$ 338,464
Total revenue	177,791	283,037	177,791	338,464
Operating expenses:
General and administrative	1,003,244	671,450	2,335,764	1,192,453
Development and regulatory approval	2,641,182	341,820	2,747,981	372,758
Prospectus and capital raising		187,093		353,574
Total operating expenses	3,644,426	1,200,363	5,083,745	1,918,785
Loss from operations	(3,466,635)	(917,326)	(4,905,954)	(1,580,321)
Other income (expense):
Interest expense	(675)	(986,860)	(675)	(1,072,688)
Loss from unconsolidated equity method investment				(135,692)
Realized foreign exchange gain (loss)	14	(86,637)	(3,104)	(279,107)
Interest income	3,473	434	8,070	504
Total other income (expense)	2,812	(1,073,063)	4,291	(1,486,983)
Loss before income taxes	(3,463,823)	(1,990,389)	(4,901,663)	(3,067,304)
Income taxes
Net loss	(3,463,823)	(1,990,389)	(4,901,663)	(3,067,304)
Net loss attributable to non-controlling interest	(3,825)	(6,425)	(9,013)	(10,830)
Net loss attributable to GBS Inc.	(3,459,998)	(1,983,964)	(4,892,650)	(3,056,474)
Other comprehensive gain (loss), net of tax:
Foreign currency translation gain (loss)	7,355	33,856	(60,127)	(16,712)
Total other comprehensive gain (loss)	7,355	33,856	(60,127)	(16,712)
Comprehensive loss	(3,456,468)	(1,956,533)	(4,961,790)	(3,084,016)
Comprehensive loss attributable to non-controlling interest	(3,825)	(6,425)	(9,013)	(10,830)
Comprehensive loss attributable to GBS Inc	$ (3,452,643)	$ (1,950,108)	$ (4,952,777)	$ (3,073,186)
Net loss per share, basic and diluted	$ (0.23)	$ (0.23)	$ (0.34)	$ (0.35)
Weighted average shares outstanding, basic and diluted	14,882,522	8,622,724	14,444,324	8,626,362

SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Goods and services tax receivable		$ 83,278
Prepayments	120,000	2,424,143
Other receivables	28,157	1,596
Total	$ 148,157	$ 2,509,017

OTHER CURRENT ASSETS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
OTHER CURRENT ASSETS (Details Narrative) - USD ($)	Apr. 20, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	May 29, 2020
Prepaid research and development prepayment			$ 120,000		$ 120,000		$ 2,424,143
Development and regulatory approval expenses			2,641,182	$ 341,820	$ 2,747,981	$ 372,758
Equity interest percentage								50.00%
R&D Agreement [Member]
Exercise price option		$ 5,000,000
R&D Agreement [Member] \| Biosens X North America Inc [Member]
Development and regulatory approval expenses	$ 2,600,000
Equity interest percentage	50.00%
Research and Development Expense [Member]
Prepaid research and development prepayment							2,600,000
Prepayments non-current assets							$ 504,000
Research and Development Expense [Member] \| Glucose Biosens [Member]
Development and regulatory approval expenses			$ 2,600,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (4,901,663)	$ (3,067,304)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Non-cash gain (loss) on foreign currency translation, net	3,104	(16,712)
Loss on investment in affiliate		135,692
Contingent beneficial conversion feature on convertible notes		905,948
Non-cash research and development charge	2,600,000
Non-cash other operating activities	(41,211)
Changes in operating assets and liabilities:
Grant receivable	1,828,891
Research and development tax incentive receivable	(109,391)
Other current assets	264,860	(39,486)
Accounts and other payables	(992,345)	(52,644)
Accounts payable - related party	(3,787)	(1,337,672)
Other long-term liabilities	8,937	17,947
Net cash provided by (used in) operating activities	(1,342,605)	(3,454,231)
Cash flows from financing activities:
Proceeds from issuance of warrants		3,812
Proceeds from warrant holders for common shares		10,200
Proceeds from issuance of preferred stock		3,294,745
Proceeds from initial public offering		21,600,013
Payment of equity issuance costs		(2,003,952)
Net cash provided by financing activities		22,904,818
Effect of foreign exchange rates on cash and cash equivalents	(40,458)
(Decrease)/Increase in cash and cash equivalents	(1,383,063)	19,450,587
Cash and cash equivalents, beginning of period	12,573,685	427,273
Cash and cash equivalents, end of period	11,190,622	19,877,860
Non-cash investing and financing activities
Reclassification of deferred charges to additional paid in capital upon completion of initial public offering		1,863,613
Conversion of notes to common shares at initial public offering		5,133,706
Conversion of preferred shares into common shares	13,000	28,102
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest		$ 166,740

INVESTMENT IN AFFILIATE

6 Months Ended

Dec. 31, 2021

Investments in and Advances to Affiliates [Abstract]

INVESTMENT IN AFFILIATE

NOTE 8. INVESTMENT IN AFFILIATE

On May 29, 2020, LSBD, issued 14,000,000 common shares of BiosensX (North America) Inc. to the Company at par value of $0.001 per share. This transaction provided the Company with a 50% interest in BiosensX (North America) Inc., the holder of the technology license for the North America region.

The investment in BiosensX (North America) Inc. is accounted for by use of the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures.

At the date of this transaction, LSBD was the parent of both the Company and BiosensX (North America) Inc., the transfer of BiosensX shares to the Company was deemed to be a common control transaction. As a result of the share transfer, the Company has significant influence over BiosensX (North America) Inc. but, in accordance with ASC 810, Consolidation, LSBD is deemed to have control over BiosensX (North America) Inc. due to its direct ownership of 50% in BiosensX (North America) Inc. and indirect ownership of 50% in BiosensX (North America) Inc. through GBS Inc.

As of December 31, 2021, LSBD holds 18.5% of common Stock of GBS Inc. and therefore still has control over BiosensX (North America) Inc.

The following table summarizes the amount recorded in the unaudited condensed consolidated financial statements:

	December 31, 2021		June 30, 2021
Investment value	$	—	$	135,692
Loss from the affiliate		—		(135,692	)
Carrying amount	$	—	$	—

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our unaudited condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods, in the opinion of the Company’s management, have been included. Operating results for the three and six months ended December 31, 2021, are not necessarily indicative of the results that may be expected for the year ending June 30, 2022. The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the year ended June 30, 2021, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 16, 2021 and amended on Form 10-K/A filed with the SEC on September 30, 2021 (as amended, the “2021 Form 10-K”).

Principles of consolidation

These accompanying unaudited condensed consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated.

All significant intercompany transactions and balances have been eliminated upon consolidation.

Use of estimates

The preparation of consolidated 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 consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates.

Revenue recognition

Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by delivering the promised goods or service deliverables to the customers. A good or service deliverable is transferred to a customer when, or as, the customer obtains control of that good or service deliverable.

Development and regulatory approval costs

Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the Condensed Consolidated Statements of Operations and Other Comprehensive Loss. R&D expenses include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; license fees to acquire in-process technology and other expenses. The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer to the R&D tax refund discussion below).

Intellectual property acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred.

In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense.

R&D tax refund

The Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and R&D costs incurred to external service providers. The R&D tax refund receivable is recognized as an income as the Company believes that it probable that the amount will be recovered in full through a future claim. A total of $146,392 R&D tax refund income is recognized in the other income during the current period.

Foreign currency translation

Assets and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S. dollar) at the rate of exchange in effect on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. The functional currency of GBS Inc. is the United States dollar. Foreign currency movements resulted in a gain of $7,355 and a loss of $60,127 for the three and six months ended December 31, 2021 respectively (a gain of $33,856 and a loss of $16,712 for the three and six months ended December 31, 2020, respectively).

Income taxes

In accordance with the provisions of ASC 740, Income Taxes, tax positions initially need to be recognized in the consolidated financial statements when it is more likely than not that the positions will be sustained upon examination by taxing authorities. It also provides guidance for de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

As of December 31, 2021, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated financial statements. Additionally, the Company had no interest and penalties related to income taxes.

Licensing rights

During the first quarter of the fiscal year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an amount of $976,308 in relation to the development and approval process for the Glucose Biosensor Technology. The Company recorded the license at the historical carrying value in the books of LSBD which was $nil and recorded the amount paid as a deemed dividend. The Company has agreed to pay royalties of sales & milestones payments as defined.

On September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology. On June 23, 2020, the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV-2 application of the Saliva Glucose Biosensor.

In relation to these licenses, there is no set expiration date for the license. However, the exclusivity of the license granted under the license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033. No royalties have been incurred through to December 31, 2021 (December 31, 2020: $nil).

On March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”). The Option Agreement has a term of two years and the exercise price for the option is $5,000,000. The fee of $500,000 incurred for the option was expensed in the period incurred.

Deferred grant income

On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. The grant has a total value of up to $4.7 million upon the achievement of certain milestones. Proceeds from the grant will be used primarily to reimburse the Company for costs incurred in the construction of the manufacturing facility.

Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers, as the Australian Government will not benefit directly from our manufacturing facility. As there is no authoritative guidance under U.S. GAAP on accounting for grants to for-profit business entities, we applied International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance by analogy when accounting for the Australian Government grant to the Company.

The Australian Government grant proceeds will be used to reimburse construction costs incurred meet the definition of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. We have elected to record the grants received as deferred income using the first method.

Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received. As of June 30, 2021, management concluded that there was reasonable assurance the grant conditions will be met and all milestone payment received. The total grant value of $4.7 million was recognized as both a grant receivable and deferred grant income on the grant effective date. The grant receivable was reduced by $1.9 million for payments received during the six months ended December 31, 2021 (no payments were received during the three months ended December 31, 2021) and $2.8 million remains in grant receivable on the Condensed Consolidated Balance Sheets.

After initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. Further, IAS 20 permits for recognition in earnings either separately under a general heading such as other income, or as a reduction of the cost of the asset. The Company has elected to recognize government grant income separately within other income. Accordingly, the deferred income related to the construction of the manufacturing facility will be amortized over the period of depreciation for the related factory as other income. A total of $31,399 deferred grant income was recognized in other income during the current period.

Net loss per share attributable to common shareholders (“EPS”)

The Company calculates earnings per share attributable to common shareholders in accordance with ASC 260, Earning Per Share. Basic net income (loss) per share attributable to common shareholders is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by weighted-average common shares outstanding during the period plus potentially dilutive common shares, such as share warrants.

Potentially dilutive common shares shall be calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all warrants are used to repurchase common share at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities.

As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive.

Recent accounting pronouncements

As the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply to private companies.

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (“ASU 2020-06”). This update simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2020-06.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). This update requires all leases with a term greater than 12 months to be recognized on the balance sheet through a right-of-use asset and a lease liability and the disclosure of key information pertaining to leasing arrangements. This new guidance is effective for fiscal years beginning after December 15, 2021, and interim period within fiscal years beginning after December 15, 2022 as amended by ASU 2020-05 with early adoption permitted. The Company has not early adopted the standard and continues to evaluate the impact.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This update is intended to simplify various aspects of the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted ASU 2019-12 as of July 1, 2021 and the adoption did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments – Credit Losses (“ASU 2016-13”). This update (i) significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model which will be based on an estimate of current expected credit loss (“CECL”) (ASC 326-20); and (ii) provides for recording credit losses on available-for-sale (“AFS”) debt securities through an allowance account (ASC 326-30). The standard also requires certain incremental disclosures. Subsequently, the FASB issued several ASUs to clarify, improve, or defer the adoption of ASU 2016-13. ASU 2016-13, as amended by ASU 2019-10, is applicable for Smaller Reporting Companies (“SRCs”) for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company has not early adopted the standard and continues to evaluate the impact.

INCOME TAX

6 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 10. INCOME TAX

The Company shall file its income tax returns with the Internal Revenue Service and Australian Taxation Office. The Company has operating losses carried forward of $29,929,253 which are derived from its operations in Australia and the US and are available to reduce future taxable income. Such loss carry forwards may be carried forward indefinitely, subject to compliance with tests of continuity and additional rules.

The net operating loss carried forward gives rise to a deferred tax asset of approximately $6,456,938. However, the Company has determined that a valuation allowance of $6,456,938 against such deferred tax asset is necessary, as it cannot be determined that the carry forwards will be utilized.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Payables and Accruals [Abstract]
Accounts and other payables	$ 344,920	$ 1,355,894
Accruals	103,966	112,074
Total	$ 448,886	$ 1,467,968

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Current assets:
Cash and cash equivalents	$ 11,190,622	$ 12,573,685
Grant receivable, current portion	1,611,384	2,098,884
Research and development tax incentive receivable	1,134,846	1,025,455
Other current assets	148,157	2,509,017
Total current assets	14,085,009	18,207,041
Grant receivable, net of current portion	1,150,988	3,148,328
Other non-current assets		504,000
TOTAL ASSETS	15,235,997	21,859,369
Current liabilities:
Accounts payable and accrued expenses	448,886	1,467,968
Related party payables	9,536	13,323
Current portion of deferred grant income	3,421,837	2,098,884
Current employee benefit liabilities	129,212	102,475
Total current liabilities	4,009,471	3,682,650
Employee benefit liabilities	30,707	21,770
Long-term deferred grant income	1,150,988	3,148,328
Total liabilities	5,191,166	6,852,748
Commitments and contingencies (Note 9)
Shareholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 0 and 1,300,000 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively		13,000
Common stock, $0.01 par value, 100,000,000 shares authorized, 14,882,522 and 13,582,122 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively	148,825	135,821
Additional paid-in capital	38,440,085	38,440,089
Accumulated deficit	(27,762,453)	(22,869,803)
Accumulated other comprehensive loss	(721,387)	(661,260)
Total consolidated GBS Inc. equity	10,105,070	15,057,847
Non-controlling interest	(60,239)	(51,226)
Total shareholders’ equity	10,044,831	15,006,621
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 15,235,997	$ 21,859,369

SCHEDULE OF ANTI-DILUTIVE WARRANTS (Details) - shares	3 Months Ended		6 Months Ended
SCHEDULE OF ANTI-DILUTIVE WARRANTS (Details) - shares	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Warrants - Series A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,401,377	1,459,997	1,401,377	1,459,997
Warrants - Series B [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	59,782	1,461,177	59,782	1,461,177
Warrants Issued to Underwriters [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	63,529	63,529	63,529	63,529
Pre IPO Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	2,736,675	2,736,675	2,736,675	2,736,675
Warrant Issued to Life Science Biosensor Diagnostics Pty Ltd [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	3,000,000	3,000,000	3,000,000	3,000,000
Series B Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount		3,000,000		3,000,000

LIQUIDITY (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
LIQUIDITY (Details Narrative) - USD ($)	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Liquidity
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 3,463,823	$ 1,437,840	$ 1,990,389	$ 1,076,915	$ 4,901,663	$ 3,067,304
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	10,044,831	$ 13,501,299	$ 18,782,015	$ (3,047,566)	10,044,831	$ 18,782,015	$ 15,006,621	$ (5,214,828)
Working capital	10,075,538				10,075,538
Retained Earnings (Accumulated Deficit)	$ 27,762,453				$ 27,762,453		$ 22,869,803

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

SHAREHOLDERS’ EQUITY (Details Narrative) - shares		1 Months Ended
SHAREHOLDERS’ EQUITY (Details Narrative) - shares	Sep. 09, 2021	Aug. 31, 2021	Dec. 31, 2021
Series A Warrant [Member]
Class of Stock [Line Items]
Convertible securities			1,401,377
Series B Warrant [Member]
Class of Stock [Line Items]
Convertible securities			59,782
Security converted	400
Series A and Series B Warrants [Member]
Class of Stock [Line Items]
Shares conversion			1
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Security converted		1,300,000
Conversion of stock description		Each share of Series B Convertible Preferred Stock was converted into 1 share of the Company’s common stock

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss attributable to GBS Inc.	$ (3,459,998)	$ (1,983,964)	$ (4,892,650)	$ (3,056,474)
Basic and diluted net loss per share attributed to common shareholders	$ (0.23)	$ (0.23)	$ (0.34)	$ (0.35)
Weighted-average number of shares outstanding	14,882,522	8,622,724	14,444,324	8,626,362

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

LIQUIDITY

6 Months Ended

Dec. 31, 2021

Liquidity

LIQUIDITY

NOTE 2. LIQUIDITY

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern requires management to assess an entity’s ability to continue as a going concern within one year of the date of filing of this Quarterly Report on Form 10-Q with the SEC. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.

The Company is an emerging growth company and has not generated any revenues to date. As such, the Company is subject to all of the risks associated with emerging growth companies. Since inception, the Company has incurred losses and negative cash flows from operating activities. The Company does not expect to generate positive cash flows from operating activities in the near future until such time, if at all, the Company completes the development process of its products, including regulatory approvals, and thereafter, begins to commercialize and achieve substantial acceptance in the marketplace for the first of a series of products in its medical device portfolio.

The Company incurred a net loss of $3,463,823 and $4,901,663 for the three and six months ended December 31, 2021, respectively (net loss of $1,990,389 and $3,067,304 for the three and six months ended December 31, 2020, respectively). At December 31, 2021, the Company has shareholders’ equity of $10,044,831, working capital of $10,075,538, and an accumulated deficit of $27,762,453.

In the near future, the Company anticipates incurring operating losses and does not expect to experience positive cash flows from operating activities and may continue to incur operating losses until it completes the development of its products and seeks regulatory approvals to market such products.

The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern.

The Company believes it has sufficient working capital to finance its operations for at least the next twelve months, as such, these unaudited condensed consolidated financial statements are prepared on the going concern basis.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

6 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	December 31, 2021		June 30, 2021
Accounts and other payables	$	344,920	$	1,355,894
Accruals		103,966		112,074
Total	$	448,886	$	1,467,968

RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)	2 Months Ended	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Related Party Transactions [Abstract]
Costs and Expenses, Related Party	$ 26,081	$ 145,733

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9. COMMITMENTS AND CONTINGENCIES

On January 21, 2021, the Company entered into a sponsored research agreement with Johns Hopkins Bloomberg School of Public Health to accelerate the development of next-generation saliva-based diagnostic tests. The Company is collaborating with the Bloomberg School of Public Health to optimize the collection of saliva and monitoring of diverse biomarkers across a number of modalities including clinical chemistry and infectious diseases. Johns Hopkins intend to utilize biosensor products to conduct in-field epidemiological studies. The Company agreed to pay Johns Hopkins a total amount of $423,589 as a part of this sponsored research agreement of which $119,072 remains payable as of December 31, 2021.

During February 2021 the Company signed a deed of confirmation and variation with the University of Newcastle for the research and development of the Saliva Glucose Biosensor and the SARS-CoV-2 Antibody Biosensor. The Company agreed to pay the University of Newcastle $2,054,880 of which $841,913 remains payable as of December 31, 2021.

The Company has no material future minimum lease commitments or purchase commitments.

From time to time, the Company may become a party to various legal proceedings arising in the ordinary course of business. Based on information currently available, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity. However, legal matters are inherently uncertain, and the Company cannot guarantee that the outcome of any potential legal matter will be favorable to the Company.

SHAREHOLDERS’ EQUITY

6 Months Ended

Dec. 31, 2021

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 6. SHAREHOLDERS’ EQUITY

As of December 31, 2021, 1,401,377 and 59,782 Series A and Series B warrants were held by certain shareholders, respectively. Each warrant is convertible into 1 share of the Company’s common stock.

On September 9, 2021, the Company issued 400 shares of common stock as a result of Series B warrants that were exercised and converted into common stock.

On August 31, 2021, all 1,300,000 Series B Convertible Preferred Stock was converted into common stock. Each share of Series B Convertible Preferred Stock was converted into 1 share of the Company’s common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended			6 Months Ended
	Mar. 31, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2019	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Defined Benefit Plan Disclosure [Line Items]
R&D tax refund income						$ 146,392
Foreign Currency Transaction Gain, before Tax			$ 7,355	$ 33,856
Foreign Currency Transaction Loss, before Tax						60,127	$ 16,712
Expenses			2,641,182	$ 341,820		2,747,981	$ 372,758
Deferred income								$ 4,700,000
Accounts receivable sale						1,900,000
Grants receivable			$ 2,800,000			$ 2,800,000
Option Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years
Exercise price		$ 5,000,000
Glucose Biosensor Technology [Member]
Defined Benefit Plan Disclosure [Line Items]
Purchase of license right					$ 976,308
Life Science Biosensor Diagnostics Pty Ltd [Member]
Defined Benefit Plan Disclosure [Line Items]
Expenses	$ 500,000

ORGANIZATION AND DESCRIPTION OF THE BUSINESS

6 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND DESCRIPTION OF THE BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS

GBS Inc. and its wholly owned subsidiary, GBS Operations Inc. formed on December 5, 2016 under the laws of the state of Delaware. Glucose Biosensor Systems (Greater China) Pty Ltd (“GBSPL”) was formed on August 4, 2016 under the laws of New South Wales, Australia and was renamed to GBS (APAC) Pty Ltd on October 14, 2020. Glucose Biosensor Systems (Japan) Pty Ltd and Glucose Biosensor Systems (APAC) Pty Ltd were formed under the laws of New South Wales, Australia on February 22, 2017 and February 23, 2017 respectively. These companies (collectively, “we,” “us,” “our,” or the “Company,”) were formed to provide a non-invasive, pain free innovation to make it easier for people to manage diabetes using the Company’s Saliva Glucose Biosensor (“SGB” and, together with the software app that interfaces the SGB with the Company’s digital information system, the “SGT”). Our headquarters are located in New York.

We are a biosensor diagnostic technology company operating across the Asia-Pacific Region (the “APAC Region”) and an interest in the USA Region with the biosensor platform comprising of biochemistry, immunology, tumor markers, hormones, and nucleic acid diagnostic modalities, and worldwide with our SARS-CoV-2 test.

Our objective is to introduce and launch initially the SGB, the diagnostic test that stems from the Biosensor Platform that we license from Life Science Biosensor Diagnostics Pty Ltd (“LSBD” or the “Licensor”), in our regions and the SARS-CoV-2 test globally. This will be followed by developing the platform to its full capacity testing across the diagnostic modalities of immunology, hormones, chemistry, tumor markers and nucleic acid tests.

As of December 31, 2021, GBS Inc, is an 18.5% owned affiliate of LSBD, an Australian company that owns the worldwide intellectual property rights to the biosensor platform from University of Newcastle, Australia. LSBD has licensed to the Company that technology to introduce and launch the platform in the APAC Region.

LOSS PER SHARE

6 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

LOSS PER SHARE

NOTE 11. LOSS PER SHARE

Basic loss per common share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock or common stock equivalents outstanding. Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.


	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Net loss attributable to GBS Inc.	$	(3,459,998	)	$	(1,983,964	)	$	(4,892,650	)	$	(3,056,474	)
Basic and diluted net loss per share attributed to common shareholders	$	(0.23	)	$	(0.23	)	$	(0.34	)	$	(0.35	)
Weighted-average number of shares outstanding		14,882,522			8,622,724			14,444,324			8,626,362

The following outstanding warrants and preferred shares were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive:

SCHEDULE OF ANTI-DILUTIVE WARRANTS

	2021		2020		2021		2020
	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
Warrants - Series A		1,401,377		1,459,997		1,401,377		1,459,997
Warrants - Series B		59,782		1,461,177		59,782		1,461,177
Warrants issued to underwriters		63,529		63,529		63,529		63,529
Pre IPO warrants		2,736,675		2,736,675		2,736,675		2,736,675
Warrants to LSBD		3,000,000		3,000,000		3,000,000		3,000,000
Preferred stock - Series B		-		3,000,000		-		3,000,000
Antidilutive securities excluded from computation of earnings per share, amount		-		3,000,000		-		3,000,000

INVESTMENT IN AFFILIATE (Tables)

6 Months Ended

Dec. 31, 2021

Investments in and Advances to Affiliates [Abstract]

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the amount recorded in the unaudited condensed consolidated financial statements:

	December 31, 2021		June 30, 2021
Investment value	$	—	$	135,692
Loss from the affiliate		—		(135,692	)
Carrying amount	$	—	$	—

RELATED-PARTY TRANSACTIONS

6 Months Ended

Dec. 31, 2021

RELATED-PARTY TRANSACTIONS

NOTE 7. RELATED-PARTY TRANSACTIONS

Sales to and purchases from related parties are made at normal market prices and on normal commercial terms. The following transactions occurred with LSBD during the period July 1, 2021 to December 31, 2021.

The Company incurred a total cost of $26,081 and $145,733 during the three and six months ended December 31, 2021, respectively (three and six months ended December 31, 2020: $nil), towards overhead cost reimbursement which includes salaries, rents and other related overheads directly attributable to the Company which are included in general and administration expenses in the Condensed Consolidated Statements of Operations and Other Comprehensive Loss.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

6 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	December 31, 2021		June 30, 2021
Accounts and other payables	$	344,920	$	1,355,894
Accruals		103,966		112,074
Total	$	448,886	$	1,467,968

OTHER CURRENT ASSETS

6 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER CURRENT ASSETS

NOTE 4. OTHER CURRENT ASSETS

Other current assets consist of the following:

SCHEDULE OF OTHER CURRENT ASSETS

	December 31, 2021		June 30, 2021
Goods and services tax receivable	$	—	$	83,278
Prepayments		120,000		2,424,143
Other receivables		28,157		1,596
Total	$	148,157	$	2,509,017

As of the year ended June 30, 2021, the Company made $2,600,000 in prepayments for research and development. Of the total prepayments, $504,000 was recorded as a non-current asset based on the expected outflow of the budgeted research and development costs. Under the terms of the R&D agreement with BiosensX North America Inc., dated April 20, 2021, in which LSBD also committed to fund $2,600,000 as a direct 50% shareholder in BiosensX North America Inc., the Company would have the right to apply any differences in contributions between LSBD and the Company towards any amounts owing between the Company and LSBD, including the exercise price of the option ($5,000,000) as included in the Option Agreement dated March 31, 2021 with LSBD (see Note 3).

During the three months ended December 31, 2021, the Company assessed the current status of the R&D activities and determined that the most likely outcome of the prepaid R&D contribution would be to be application against the exercise price in the Option Agreement and/or future royalty payments due for the Glucose Biosensor intellectual property. As this payment for the license of the Glucose Biosensor intellectual property occurred prior to regulatory approval and there is no alternative future use, the prepayment of $2,600,000 has been expensed as development and regulatory approval costs in the Condensed Consolidated Statements of Operations and Other Comprehensive Loss during the current period.

INVESTMENT IN AFFILIATE (Details Narrative) - $ / shares	May 29, 2020	Dec. 31, 2021	Jun. 30, 2021
Schedule of Investments [Line Items]
Common stock, shares, issued	14,000,000	14,882,522	13,582,122
Common stock price per share	$ 0.001	$ 0.01	$ 0.01
Equity interest percentage	50.00%
Equity method investment, description	At the date of this transaction, LSBD was the parent of both the Company and BiosensX (North America) Inc., the transfer of BiosensX shares to the Company was deemed to be a common control transaction. As a result of the share transfer, the Company has significant influence over BiosensX (North America) Inc. but, in accordance with ASC 810, Consolidation, LSBD is deemed to have control over BiosensX (North America) Inc. due to its direct ownership of 50% in BiosensX (North America) Inc. and indirect ownership of 50% in BiosensX (North America) Inc. through GBS Inc.
Parent Company [Member]
Schedule of Investments [Line Items]
Equity interest percentage		18.50%

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2021	Jun. 30, 2021
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Outstanding	0	1,300,000
Preferred Stock, Shares Issued	0	1,300,000
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	14,882,522	13,582,122
Common Stock, Shares, Outstanding	14,882,522	13,582,122

LOSS PER SHARE (Tables)

6 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES


	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Net loss attributable to GBS Inc.	$	(3,459,998	)	$	(1,983,964	)	$	(4,892,650	)	$	(3,056,474	)
Basic and diluted net loss per share attributed to common shareholders	$	(0.23	)	$	(0.23	)	$	(0.34	)	$	(0.35	)
Weighted-average number of shares outstanding		14,882,522			8,622,724			14,444,324			8,626,362

SCHEDULE OF ANTI-DILUTIVE WARRANTS

The following outstanding warrants and preferred shares were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive:

SCHEDULE OF ANTI-DILUTIVE WARRANTS

	2021		2020		2021		2020
	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
Warrants - Series A		1,401,377		1,459,997		1,401,377		1,459,997
Warrants - Series B		59,782		1,461,177		59,782		1,461,177
Warrants issued to underwriters		63,529		63,529		63,529		63,529
Pre IPO warrants		2,736,675		2,736,675		2,736,675		2,736,675
Warrants to LSBD		3,000,000		3,000,000		3,000,000		3,000,000
Preferred stock - Series B		-		3,000,000		-		3,000,000
Antidilutive securities excluded from computation of earnings per share, amount		-		3,000,000		-		3,000,000

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Investments in and Advances to Affiliates [Abstract]
Investment value		$ 135,692
Loss from the affiliate		(135,692)
Carrying amount

OTHER CURRENT ASSETS (Tables)

6 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

SCHEDULE OF OTHER CURRENT ASSETS

Other current assets consist of the following:

SCHEDULE OF OTHER CURRENT ASSETS

	December 31, 2021		June 30, 2021
Goods and services tax receivable	$	—	$	83,278
Prepayments		120,000		2,424,143
Other receivables		28,157		1,596
Total	$	148,157	$	2,509,017

Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Jun. 30, 2020	$ 23,709	$ 86,300	$ 10,899,942	$ (15,832,517)	$ (363,951)	$ (28,311)	$ (5,214,828)
Beginning balance, shares at Jun. 30, 2020	2,370,891	8,630,000
Foreign currency translation gain (loss)					(50,568)		(50,568)
Net loss				(1,072,510)		(4,405)	(1,076,915)
Issuance of convertible preferred shares	4,393		3,290,352				3,294,745
Ending balance, value at Sep. 30, 2020	$ 28,102	$ 86,300	14,190,294	(16,905,027)	(414,519)	(32,716)	(3,047,566)
Ending balance, shares at Sep. 30, 2020	2,810,190	8,630,000
Beginning balance, value at Jun. 30, 2020	$ 23,709	$ 86,300	10,899,942	(15,832,517)	(363,951)	(28,311)	(5,214,828)
Beginning balance, shares at Jun. 30, 2020	2,370,891	8,630,000
Foreign currency translation gain (loss)							(16,712)
Net loss							(3,067,304)
Ending balance, value at Dec. 31, 2020	$ 30,000	$ 104,225	37,956,585	(18,888,991)	(380,663)	(39,141)	18,782,015
Ending balance, shares at Dec. 31, 2020	3,000,000	10,422,527
Beginning balance, value at Sep. 30, 2020	$ 28,102	$ 86,300	14,190,294	(16,905,027)	(414,519)	(32,716)	(3,047,566)
Beginning balance, shares at Sep. 30, 2020	2,810,190	8,630,000
Issuance of common stock at initial public offering		$ 12,706	21,587,307				21,600,013
Issuance of common stock at initial public offering, shares		1,270,589
Issuance cost of common stock at initial public offering			(3,867,565)				(3,867,565)
Cancellation of common stock in exchange for preferred shares	$ 30,000	$ (30,000)
Cancellation of common stock in exchange for preferred shares, shares	3,000,000	(3,000,000)
Conversion of convertible notes into common stock at initial public offering		$ 7,105	5,126,601				5,133,706
Conversion of convertible notes into common stock at initial public offering, shares		710,548
Conversion of convertible preferred shares into common stock at initial public offering	$ (28,102)	$ 28,102
Conversion of convertible preferred shares into common stock at initial public offering, shares	(2,810,190)	2,810,190
Beneficial conversion feature			905,948				905,948
Series A warrants exercised to purchase common shares		$ 12	10,188				10,200
Series A warrants exercised to purchase common shares, shares		1,200
Series A and B warrants acquired			3,812				3,812
Foreign currency translation gain (loss)					33,856		33,856
Net loss				(1,983,964)		(6,425)	(1,990,389)
Ending balance, value at Dec. 31, 2020	$ 30,000	$ 104,225	37,956,585	(18,888,991)	(380,663)	(39,141)	18,782,015
Ending balance, shares at Dec. 31, 2020	3,000,000	10,422,527
Beginning balance, value at Jun. 30, 2021	$ 13,000	$ 135,821	38,440,089	(22,869,803)	(661,260)	(51,226)	15,006,621
Beginning balance, shares at Jun. 30, 2021	1,300,000	13,582,122
Series B warrants exercised to purchase common shares		$ 4	(4)
Series B warrants exercised to purchase common shares, shares		400
Conversion of convertible preferred shares into common shares	$ (13,000)	$ 13,000
Conversion of convertible preferred shares into common shares, shares	(1,300,000)	1,300,000
Foreign currency translation gain (loss)					(67,482)		(67,482)
Net loss				(1,432,652)		(5,188)	(1,437,840)
Ending balance, value at Sep. 30, 2021		$ 148,825	38,440,085	(24,302,455)	(728,742)	(56,414)	13,501,299
Ending balance, shares at Sep. 30, 2021		14,882,522
Beginning balance, value at Jun. 30, 2021	$ 13,000	$ 135,821	38,440,089	(22,869,803)	(661,260)	(51,226)	15,006,621
Beginning balance, shares at Jun. 30, 2021	1,300,000	13,582,122
Foreign currency translation gain (loss)							(60,127)
Net loss							(4,901,663)
Ending balance, value at Dec. 31, 2021		$ 148,825	38,440,085	(27,762,453)	(721,387)	(60,239)	10,044,831
Ending balance, shares at Dec. 31, 2021		14,882,522
Beginning balance, value at Sep. 30, 2021		$ 148,825	38,440,085	(24,302,455)	(728,742)	(56,414)	13,501,299
Beginning balance, shares at Sep. 30, 2021		14,882,522
Foreign currency translation gain (loss)					7,355		7,355
Net loss				(3,459,998)		(3,825)	(3,463,823)
Ending balance, value at Dec. 31, 2021		$ 148,825	$ 38,440,085	$ (27,762,453)	$ (721,387)	$ (60,239)	$ 10,044,831
Ending balance, shares at Dec. 31, 2021		14,882,522