0001493152-22-026526 | 10-K | XBRL Viewer

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Cover - USD ($)	12 Months Ended
Cover - USD ($)	Jun. 30, 2022	Sep. 22, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--06-30
Entity File Number	001-39825
Entity Registrant Name	GBS Inc.
Entity Central Index Key	0001725430
Entity Tax Identification Number	82-1512711
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	WeWork c/o GBS Inc.,
Entity Address, Address Line Two	142 West, 57th Street
Entity Address, Address Line Three	11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(646)
Local Phone Number	828-8258
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GBS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float	$ 9,857,116
Entity Common Stock, Shares Outstanding		14,889,904
ICFR Auditor Attestation Flag	false
Auditor Firm ID	2256
Auditor Name	BDO Audit Pty Ltd
Auditor Location	Sydney, Australia

Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Current assets:
Cash and cash equivalents	$ 8,238,301	$ 12,573,685
Grant receivable, current portion	1,529,882	2,098,884
Research and development tax incentive receivable	353,048	1,025,455
Other current assets	746,761	2,509,017
Total current assets	10,867,992	18,207,041
Long-term grant receivable	1,092,773	3,148,328
Construction in progress	391,408
Other non-current assets		504,000
TOTAL ASSETS	12,352,173	21,859,369
Current liabilities:
Accounts payable and accrued expenses	1,625,089	1,467,968
Related party payables		13,323
Current portion of deferred grant income	2,836,582	2,098,884
Current employee benefit liabilities	201,332	102,475
Total current liabilities	4,663,003	3,682,650
Employee benefit liabilities	50,626	21,770
Long-term deferred grant income	1,092,773	3,148,328
Total liabilities	5,806,402	6,852,748
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 0 and 1,300,000 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively		13,000
Common stock, $0.01 par value, 100,000,000 shares authorized, 14,889,904 and 13,582,122 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively	148,899	135,821
Additional paid-in capital	38,440,011	38,440,089
Accumulated deficit	(31,175,853)	(22,869,803)
Accumulated other comprehensive loss	(788,135)	(661,260)
Total consolidated GBS Inc. equity	6,624,922	15,057,847
Non-controlling interest	(79,151)	(51,226)
Total shareholders’ equity	6,545,771	15,006,621
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 12,352,173	$ 21,859,369

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	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 issued	0	1,300,000
Preferred stock, shares outstanding	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	14,889,904	13,582,122
Common stock, shares, outstanding	14,889,904	13,582,122

Consolidated Statements of Operations and Other Comprehensive Loss - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Other income:
Government support income	$ 437,146	$ 1,980,484
Total revenue and other income	437,146	1,980,484
Operating expenses:
General and administrative expenses	4,920,103	3,359,065
Development and regulatory approval expenses	3,853,919	3,835,703
Prospectus and capital raising expenses		359,198
Total operating expenses	8,774,022	7,553,966
Loss from operations	(8,336,876)	(5,573,482)
Other income (expense):
Interest expense	(7,539)	(1,093,608)
Loss from unconsolidated equity method investment		(135,692)
Realized foreign exchange loss	(3,987)	(271,225)
Interest income	14,426	13,806
Total other income (expense)	2,900	(1,486,719)
Net loss	(8,333,976)	(7,060,201)
Net loss attributable to non-controlling interest	(27,925)	(22,915)
Net loss attributable to GBS Inc.	(8,306,051)	(7,037,286)
Other comprehensive loss, net of tax:
Foreign currency translation loss	(126,875)	(297,309)
Total other comprehensive loss	(126,875)	(297,309)
Comprehensive loss	(8,460,851)	(7,357,510)
Comprehensive loss attributable to non-controlling interest	(27,925)	(22,915)
Comprehensive loss attributable to GBS Inc.	$ (8,432,926)	$ (7,334,595)
Net loss per share, basic and diluted	$ (0.57)	$ (0.68)
Weighted average shares outstanding, basic and diluted	14,665,263	10,414,886

Consolidated Statements of Changes in Shareholders' Equity - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at Jun. 30, 2020	$ 23,709	$ 86,300	$ 10,899,942	$ (15,832,517)	$ (363,951)	$ (28,311)	$ (5,214,828)
Balance, shares at Jun. 30, 2020	2,370,891	8,630,000
Issuance of convertible preferred shares	$ 4,393		3,290,352				3,294,745
Issuance of convertible preferred shares, shares	439,299
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		$ 598	507,702				508,300
Series A warrants exercised to purchase common shares, shares		59,800
Series B warrants exercised to purchase common shares		$ 14,010	(14,010)
Series B warrants exercised to purchase common shares, shares		1,400,995
Series A and B warrants acquired			3,812				3,812
Conversion of convertible preferred shares into common shares	$ (17,000)	$ 17,000
Conversion of convertible preferred shares into common shares, shares	(1,700,000)	1,700,000
Foreign currency translation loss					(297,309)		(297,309)
Net loss				(7,037,286)		(22,915)	(7,060,201)
Balance at Jun. 30, 2021	$ 13,000	$ 135,821	38,440,089	(22,869,803)	(661,260)	(51,226)	15,006,621
Balance, shares at Jun. 30, 2021	1,300,000	13,582,122
Series B warrants exercised to purchase common shares		$ 78	(78)
Series B warrants exercised to purchase common shares, shares		7,782
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 loss					(126,875)		(126,875)
Net loss				(8,306,051)		(27,925)	(8,333,976)
Balance at Jun. 30, 2022		$ 148,899	$ 38,440,011	$ (31,175,853)	$ (788,135)	$ (79,151)	$ 6,545,771
Balance, shares at Jun. 30, 2022		14,889,904

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (8,333,976)	$ (7,060,201)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash (loss) gain on foreign currency translation, net	(3,987)	(271,225)
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 refund of R&D expenditure claims	(50,958)
Non-cash other operating activities	(8,179)	(66,055)
Changes in operating assets and liabilities:
Grant receivable	1,828,891
Research and development tax incentive receivable	672,407	(1,025,455)
Other current assets	(333,743)	(2,459,955)
Other non-current assets		(504,000)
Accounts and other payables	255,978	782,974
Accounts payable - related party	(13,323)	(1,755,970)
Other long-term liabilities	28,856	21,770
Net cash used in operating activities	(3,358,034)	(11,296,477)
Cash flows from investing activities:
Issuance of note receivable	(500,000)
Amount invested on construction in progress	(380,221)
Net cash used in investing activities	(880,221)
Cash flows from financing activities:
Proceeds from issuance of warrants		3,812
Proceeds from warrant holders for common shares		508,300
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		23,402,918
Effect of foreign exchange rates on cash and cash equivalents	(97,129)	39,971
(Decrease) increase in cash and cash equivalents	(4,335,384)	12,146,412
Cash and cash equivalents, beginning of period	12,573,685	427,273
Cash and cash equivalents, end of period	8,238,301	12,573,685
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
Cancellation of common stock in exchange for preferred shares		30,000
Conversion of preferred shares into common shares	13,000	45,102
Supplemental disclosure of cash flow information:
Cash paid for interest		$ 185,301

ORGANIZATION AND DESCRIPTION OF THE BUSINESS

12 Months Ended

Jun. 30, 2022

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. were 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, 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”).

We are a biosensor diagnostic technology company operating across the Asia-Pacific Region (“APAC”) region and an interest in the North America Region with the biosensor platform comprising of biochemistry, immunology, tumor markers, hormones, and nucleic acid diagnostic modalities, and worldwide with our COV2 test. We were incorporated under the laws of Delaware on December 5, 2016. Our headquarters are located in New York, New York.

Our objective is to introduce and launch initially the Saliva Glucose Biosensor (referred to as the “SGB”), the diagnostic test that stems from the Biosensor Platform that we license, in our regions and the COV2 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.

Initial public offering

On December 28, 2020, the Company closed its initial public offering (“IPO”) and sold 1,270,589 units, consisting of (a) one share of the Company’s common stock (or, at the purchaser’s election, one share of Series B Convertible Preferred Stock), (b) one Series A warrant (the “Series A Warrants”) to purchase one share of the Company’s common stock at an exercise price equal to $8.50 per share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant (the “Series B Warrants”) to purchase one share of the Company’s common stock at an exercise price equal to $17.00 per share, exercisable until the fifth anniversary of the issuance date and subject to certain adjustment and cashless exercise provisions. The public offering price of the shares sold in the IPO was $17.00 per unit. In aggregate, the units issued in the offering generated $17,732,448 in net proceeds, which amount is net of $1,714,001 in underwriters’ discount and commissions, and $2,153,564 in offering costs. Offering costs include underwriters’ warrants to acquire up to 63,529 shares with an exercise price of $18.70 per share, exercisable until the fifth anniversary of the issuance date. The Company also issued to the underwriter an option, exercisable one or more times in whole or in part, to purchase up to 190,588 additional shares of common stock and/or Series A Warrants to purchase up to an aggregate of 190,588 shares of common stock and/or Series B Warrants to purchase up to an aggregate of 190,588 shares of common stock, in any combinations thereof, from us at the public offering price per security, less the underwriting discounts and commissions, for 45 days after the date of the IPO to cover over-allotments, if any (the “Over-Allotment Option”).

Upon the closing of the IPO, all shares of preferred stock then outstanding were automatically converted into 2,810,190 shares of common stock, and all convertible notes then outstanding were automatically converted into 710,548 shares of common stock.

Pre-IPO preferred shareholders were issued warrants following the Company’s completed IPO, that allows the holder to acquire 2,736,675 shares of common stock at the IPO price during year two through to year three following the completion of the IPO. At exercise date, the shareholder must hold, for each warrant to be exercised, the underlying common share to exercise the warrant. The warrants are not transferable and apply to the number of shares that were subscribed for.

LIQUIDITY

12 Months Ended

Jun. 30, 2022

Liquidity

LIQUIDITY

NOTE 2. LIQUIDITY

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (ASC 205-40) requires management to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements are issued. 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 $8,306,051 for the year ended June 30, 2022 (net loss of $7,037,286 for the year ended June 30, 2021). As of June 30, 2022, the Company had shareholders’ equity of $6,545,771, working capital of $6,204,989, and an accumulated deficit of $31,175,853.

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 has evaluated whether there are conditions and events, considered in agreement that raise the substantial doubt about its ability to continue as going concern within one year after the date of signing of the consolidated financial statements. The Company expects that its cash and cash equivalents as of June 30, 2022, of $8.23 million, may be insufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of these financial statements, taking into the accounts the proposed acquisition of Intelligent Fingerprinting Limited (IFP). Should revenue not be generated during this period to cover expenses, then these conditions may raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date these financial statements are issued. Accordingly, it appears that the Company may be required to raise additional funds during the next 12 months. The company is currently evaluating potential raising additional funds through private placements and or public equity financing. However, there can be no assurance that, in the event that the Company requires additional financing, such financing will be available on terms which are favorable to us, or at all. If we are unable to raise additional funding to meet our working capital needs in the future, we will be forced to delay or reduce the scope of our research programs and/or limit or cease our operations. Accordingly, there appears to be substantial doubt about our ability to continue as a going concern unless we can successfully raise additional capital. The report from our independent registered public accounting firm for the year ended June 30, 2022, includes an explanatory paragraph stating that our losses from operations and required additional funding to finance our operations may raise substantial doubt about our ability to continue as a going concern for a period of one year after the date the financial statements are issued.

Company’s 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 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) as of June 30, 2022 and 2021.

Principles of consolidation

These consolidated financial statements as of and for the years ended June 30, 2022 and 2021 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 (“VIEs”) 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.

Equity offering costs

The Company complies with the requirements of ASC 340 with regards to offering costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the consolidated balance sheets. The deferred offering costs were charged to shareholders’ equity (deficit) upon the completion of an offering.

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.

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, which 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 that is recognized in the statement of operation on a systematic basis over the useful life of the asset 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. The Company has elected to record the grants received initially as deferred income and deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability.

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 $2.1 million for payments received during the twelve months ended June 30, 2022 (no payments were received during the three months ended June 30, 2022) and $2.6 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 for operating expenditures. Similarly, for capital expenditures, the carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. A total of $51,258 deferred grant income was recognized within other income during the current period.

Development and regulatory approval costs

Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the 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 the Company believes that it is probable that the amount will be recovered in full through a future claim. A total of $385,888 and $1,850,175 of R&D tax refund income is recognized in other income during the years end June 30, 2022, and 2021, respectively.

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 is the United States dollar. Foreign currency movements resulted a loss of $126,875 and $297,309 for the years ended June 30, 2022 and 2021, respectively.

Income taxes

In accordance with the provisions of FASB 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 June 30, 2022, and 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.

The Company accounts for current and deferred income taxes and, when appropriate, deferred tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of all available evidence, it is more likely than not that some amount of the recorded deferred tax assets will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.

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 June 30, 2022 (June 30, 2021: $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.

Trade, note and other receivables

Trade, note and other receivables are recorded net of allowances for uncollectible accounts. The Company evaluates the collectability of its accounts receivable based on various factors including historical experience, the length of time the receivables are past due and the financial health of the customer. The Company reserves specific receivables if collectability is no longer reasonably assured. Based upon the assessment of these factors, the Company did not record an allowance for uncollectible accounts as of June 30, 2022, and 2021.

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

The Company calculates earnings per share attributable to common shareholders in accordance with ASC Topic 260, Earning Per Share. Basic net loss per share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing net 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.

Property, Plant and Equipment (PPE) & Construction in Progress (CIP)

In accordance with the ASC 360, Property, Plant, and Equipment, the Company’s PPE, except land, is stated at cost net of accumulated depreciation and impairment losses, if any. Land is stated at cost less any impairment losses. Costs incurred to acquire, construct, or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost. The carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP. Construction in progress is not depreciated until such time when the asset is substantially completed and ready for its intended use.

Recently issued but not yet effective 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 November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (“ASU 2021-10”). This update requires annual disclosures about transaction with a government that are accounted for by applying a grant or contribution accounting model by analogy. Required disclosures include (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2021-10 on its consolidated financial statement disclosures.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognized contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment. The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2021-08 on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (“ASU 2020-06”), which 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 on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which 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 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. Early adoption is permitted. The Company adopted ASU 2019-12 as of July 1, 2021 and the adoption did not have a material impact on the Company’s 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.

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.

Concentration of credit risk

The Company places its cash and cash equivalents, which may at times be in excess of the Australia Financial Claims Scheme or the United States’ Federal Deposit Insurance Corporation insurance limits, with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution.

Fair value of financial instruments

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1-Quoted prices in active markets for identical assets or liabilities.

Level 2-Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3-Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The carrying amounts of cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are representative of their respective fair values because of the short-term nature of those instruments.

OTHER CURRENT ASSETS

12 Months Ended

Jun. 30, 2022

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


	June 30, 2022		June 30, 2021
Intelligent Fingerprinting Limited note receivable	$	500,445	$	—
Prepayments		116,525		2,424,143
Goods and services tax receivable		57,746		83,278
Deposits		46,602		—
Other receivables		25,443		1,596
Total	$	746,761	$	2,509,017

On June 16, 2022, the Company entered into an agreement with Intelligent Fingerprinting Limited (“IFP”), providing the Company with the exclusive right, until December 31, 2022, to evaluate and negotiate a transaction to acquire IFP or its assets. In consideration for this exclusivity, on June 16, 2022, the Company provided IFP with an unsecured term loan facility in the amount of $500,000, which is payable by IFP on the earliest of the consummation of an acquisition, 30 days following the termination of exclusivity under the exclusivity agreement, an event of default under the term loan facility agreement, or December 31, 2022. This $500,000 short term note receivable bears an interest rate of 2% per annum above the Sterling Barclays Bank Base Rate from time to time.

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 year ended June 30, 2022, 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 Consolidated Statements of Operations and Other Comprehensive Loss during the year ended June 30, 2022.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

12 Months Ended

Jun. 30, 2022

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:


	June 30, 2022		June 30, 2021
Accounts and other payables	$	715,902	$	1,355,894
Accruals		909,187		112,074
Total	$	1,625,089	$	1,467,968

As on June 30, 2022 the company accrued $909,187 of which $634,518 relates to development and regulatory approval expenses, legal & consulting fees $ 136,324, audit and accounting service fees $ 99,454, and other general and administrative expenses $38,891.

CONVERTIBLE NOTES PAYABLE

12 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 6. CONVERTIBLE NOTES PAYABLE

The Company’s previously outstanding notes mandatorily converted, at a conversion price equal to 85% of 50% of the unit offering price of the IPO (or $7.23), for an aggregate of 710,548 shares based on $5,133,706 of principal and zero accrued interest outstanding at the date of conversion.

The convertible notes had a contingent Beneficial Conversion Features (“BCF”), with the contingency being the event of IPO. As such, a financing cost of $905,948 was recognized as interest expense in the consolidated statements of operations and other comprehensive loss in relation to this contingent BCF during the year ended June 30, 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

SHAREHOLDERS’ EQUITY

12 Months Ended

Jun. 30, 2022

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 7. SHAREHOLDERS’ EQUITY

As of June 30, 2022, 1,401,377 Series A warrant and 52,400 Series B warrants were held by certain shareholders, respectively. Each warrant is convertible into 1 share of the Company’s common stock.

On January 1, 2022, and September 9, 2021, the Company issued 7,382 and 400 shares, respectively, of common stock as a result of Series B warrants that were exercised pursuant to the cashless exercise provision offered during the December 2020 IPO (see Note 1) 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.

A total of 59,800 Series A warrants and 1,400,995 Series B warrants were exercised and converted into common stock during the period from the initial public offering to June 30, 2022.

A total of 1,700,000 Series B Convertible Preferred Stock was also converted into common stock as of June 30, 2021. Each share of Series B Convertible Preferred Stock was converted into 1 share of the Company’s common stock.

On December 28, 2020, the Company completed its initial public offering. See Note 1.

On December 18, 2020, the Company entered into an Exchange Agreement (the “EA”) with LSBD to exchange 3,000,000 shares of its common stock held by LSBD for 3,000,000 shares of the Company’s Series B Convertible Preferred Stock (“Exchange”). In addition, the parties to the Exchange Agreement entered into a Registration Rights Agreement (the “RRA”) pursuant to which the Company agreed to prepare and file within 30 days following the closing of the IPO with the Securities and Exchange Commission a registration statement to register for resale the shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock. If and to the extent the Company fails to, among other things, file such resale registration statement or have it declared effective as required under the terms of the RRA, the Company will be required to pay to the holder of such registration rights partial liquidated damages payable in cash in the amount equal to the product of 1.0% multiplied by the aggregate purchase price paid by such holder pursuant to the EA. The EA and the RRA contain customary representations, warranties, agreements and, indemnification rights and obligations of the parties. The common stock acquired in the Exchange was immediately retired. Each share of Series B Convertible Preferred Stock is convertible into 1 shares of the Company’s common stock, subject to proportional adjustment and beneficial ownership limitations. In the event of the Company’s liquidation, dissolution or winding up, holders of Series B Convertible Preferred Stock will participate pari passu with any distribution of proceeds to holders of the Company’s common stock. Holders of Series B Convertible Preferred Stock are entitled to receive dividends on shares of Series B Preferred equal (on an as converted to common stock basis) to and in the same form as dividends actually paid on the Company’s common stock. Shares of Series B Convertible Preferred Stock generally have no voting rights, except as required by law.

On December 14, 2020, the Company agreed to issue to LSBD, in consideration of LSBD’s contribution towards the research and development of applications other than glucose and COVID-19 applications to a maximum of $2 million over a 5-year period, a 5-year non-transferable warrant to purchase 3,000,000 shares of the Company’s common stock at the exercise price of $17.00 per share. As this was a transaction between entities under common control, the $2 million receivable due from LSBD has been recognized as contra-equity.

- 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

RELATED PARTY TRANSACTIONS

12 Months Ended

Jun. 30, 2022

RELATED PARTY TRANSACTIONS

NOTE 8. RELATED PARTY TRANSACTIONS

The Company completed certain financing transactions with, LSBD as described in Note 7.

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 June 30, 2022 (FY 2021: July 1, 2020 to June 30, 2021):

The Company incurred a total of $ 0 (FY 2021: $523,767) towards the services in connection with development and regulatory approval pathway for the technology, including payments made or expenses incurred on behalf of the Company. Fiscal year 2021 includes a fee of $500,000 that was paid to acquire an option and has been recognized as an expense within development and regulatory approval expenses. On March 31, 2021, GBS entered into an Option Agreement with LSBD to provide GBS the option to acquire an exclusive license for LSBD’s intellectual property. For further details, refer to Note 4.

The Company incurred a total of $145,733 (FY 2021: $212,032) 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.

During the year ended June 30, 2022, the Company contributed a total of $2,600,000 towards budgeted development and commercialization costs to be incurred by BiosensX (North America) Inc. relating to the development and preparation for submission of the Saliva Glucose Biosensor connected with regulatory approval for the U.S. market by the U.S. Food & Drug Administration. For further details, refer to Note 4.

As of June 30, 2022, $9,054 (June 30, 2021: $13,323) remains payable to LSBD in relation to overhead reimbursements detailed above.

INVESTMENT IN AFFILIATE

12 Months Ended

Jun. 30, 2022

Investments in and Advances to Affiliates [Abstract]

INVESTMENT IN AFFILIATE

NOTE 9. 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.

During the year ended June 30, 2022, LSBD sold all its shares in GBS. GBS determined whether it has a controlling financial interest in BiosensX (North America) Inc. by first evaluating whether the entity is a voting interest entity or a VIE under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates voting interest entities in which it has all, or at least a majority of, the voting interests. As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. We concluded that GBS does not have a controlling financial interest in BiosensX (North America) Inc., hence it continues to recognize its investments in BiosensX (North America) Inc. using the equity method.

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

	June 30, 2022		June 30, 2021
Investment value	$	—	$	135,692
Loss from the affiliate		—		(135,692	)
Carrying amount	$	—	$	—

CONSTRUCTION IN PROGRESS

12 Months Ended

Jun. 30, 2022

Construction In Progress

CONSTRUCTION IN PROGRESS

NOTE 10. CONSTRUCTION IN PROGRESS

During the period ending June 30, 2022, the Company incurred costs of $782,816 towards the construction of a building at the University of Newcastle. The Australian government reimbursed the Company 50% of the incurred costs. Therefore, the Company deducted the total cost incurred by the amount of grant proceeds received to arrive at the carrying amount of CIP as of June 30, 2022.

The following table summarizes the amount of CIP recorded in the Consolidated Balance Sheets:


	June 30, 2022			June 30, 2021
Investments in construction in progress	$	782,816		$	—
Less: 50% contributed under government grant		(391,408	)		—
Carrying amount	$	391,408		$	—

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11. 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 $0 remains payable as of June 30, 2022.

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 $517,502 remains payable as of June 30, 2022.

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.

INCOME TAX

12 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 12. INCOME TAX

We compute income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes. Under the asset and liability method, we determine deferred income tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities and measure them using currently enacted tax rates and laws. We provide a valuation allowance for deferred tax assets that, based on available evidence, are more likely than not to be realized. Realization of our net operating loss carry forward was not reasonably assured as of June 30, 2022 and 2021, and we have recorded a valuation allowance of $6,064,025 and $5,946,731, respectively, against deferred tax assets in excess of deferred tax liabilities.

The components of net deferred taxes are as follows:

	June 30, 2022			June 30, 2021
Deferred tax assets (liabilities):
Net operating loss - U.S.		4,321,600		$	4,742,347
Net operating loss - Foreign		1,682,879			1,179,984
Employee benefits		59,546			24,400
Total deferred tax assets, net		6,064,025			5,946,731
Less: valuation allowance		(6,064,025	)		(5,946,731	)
Net deferred taxes	$	—		$	—

Our statutory income tax rate is expected to be approximately 21%. The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

		2022		2021
		Year Ended June 30,
		2022		2021
Current			$	—
Deferred				—
Total	$	—	$	—

The reconciliation between the income tax expense (benefit) calculated by applying statutory rates to net loss and the income tax expense reported in the accompanying consolidated financial statements is as follows:

	2022			2021
	Year Ended June 30,
	2022			2021
U.S. federal statutory rate applies to pretax income (loss)		(1,770,915	)	$	(1,452,905	)
Different tax rate of subsidiary		(106,634	)		(87,360	)
State taxes, net of federal benefit					—
Permanent differences		117,039			281,730
Benefit of federal operating loss carryforwards					—
Cumulative adjustment to deferred taxes		1,643,216			(512,847	)
Change in state tax rates and other					—
Change in valuation allowance		(117,294	)		(1,771,382	)
Total	$	—		$	—

As of June 30, 2022, and 2021, we had federal and foreign income tax net operating loss carry forwards of approximately $27,310,563 and $19,291,293, respectively, which expire at various dates ranging from 2038 through unlimited expiration.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

LOSS PER SHARE

12 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

LOSS PER SHARE

NOTE 13. 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.

	2022			2021
	Year Ended June 30,
	2022			2021
Net loss attributable to GBS Inc.	$	(8,306,051	)	$	(7,037,286	)
Basic and diluted net loss per share attributed to common shareholders	$	(0.57	)	$	(0.68	)
Weighted-average number of shares outstanding		14,665,263			10,414,886

The following outstanding warrants, options 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

	2022		2021
	Year Ended June 30,
	2022		2021
Warrants - Series A		1,401,377		1,401,377
Warrants - Series B		52,400		60,182
Warrants issued to underwriters		63,529		63,529
Pre IPO warrants		2,736,675		2,736,675
Warrants issued to parent entity		3,000,000		3,000,000
Preferred stock - Series B		-		1,300,000
Anti-dilutive securities		-		1,300,000

SUBSEQUENT EVENTS

12 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14. SUBSEQUENT EVENTS

The Company filed a registration statement (Form S-8) on August 5, 2022, for the registration of 500,000 shares of the Company’s common stock at $0.001 par value per share, issuable pursuant to the GBS Inc. 2019 Long Term Incentive Plan. However, the Company has not issued these shares to its employees and directors as of the date of filing these accounts.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of presentation	*Basis of presentation* The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) as of June 30, 2022 and 2021.
Principles of consolidation	*Principles of consolidation* These consolidated financial statements as of and for the years ended June 30, 2022 and 2021 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 (“VIEs”) 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.
Equity offering costs	*Equity offering costs* The Company complies with the requirements of ASC 340 with regards to offering costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the consolidated balance sheets. The deferred offering costs were charged to shareholders’ equity (deficit) upon the completion of an offering.
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.
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, which 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 that is recognized in the statement of operation on a systematic basis over the useful life of the asset 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. The Company has elected to record the grants received initially as deferred income and deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. 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 $2.1 million for payments received during the twelve months ended June 30, 2022 (no payments were received during the three months ended June 30, 2022) and $2.6 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 for operating expenditures. Similarly, for capital expenditures, the carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. A total of $51,258 deferred grant income was recognized within other income during the current period.
Development and regulatory approval costs	Development and regulatory approval costs Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the 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	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 the Company believes that it is probable that the amount will be recovered in full through a future claim. A total of $385,888 and $1,850,175 of R&D tax refund income is recognized in other income during the years end June 30, 2022, and 2021, respectively.
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 is the United States dollar. Foreign currency movements resulted a loss of $126,875 and $297,309 for the years ended June 30, 2022 and 2021, respectively.
Income taxes	*Income taxes* In accordance with the provisions of FASB 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 June 30, 2022, and 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. The Company accounts for current and deferred income taxes and, when appropriate, deferred tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of all available evidence, it is more likely than not that some amount of the recorded deferred tax assets will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.
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 June 30, 2022 (June 30, 2021: $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.
Trade, note and other receivables	*Trade, note and other receivables* Trade, note and other receivables are recorded net of allowances for uncollectible accounts. The Company evaluates the collectability of its accounts receivable based on various factors including historical experience, the length of time the receivables are past due and the financial health of the customer. The Company reserves specific receivables if collectability is no longer reasonably assured. Based upon the assessment of these factors, the Company did not record an allowance for uncollectible accounts as of June 30, 2022, and 2021.
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 Topic 260, Earning Per Share. Basic net loss per share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing net 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.
Property, Plant and Equipment (PPE) & Construction in Progress	*Property, Plant and Equipment (PPE) & Construction in Progress (CIP)* In accordance with the ASC 360, Property, Plant, and Equipment, the Company’s PPE, except land, is stated at cost net of accumulated depreciation and impairment losses, if any. Land is stated at cost less any impairment losses. Costs incurred to acquire, construct, or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost. The carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP. Construction in progress is not depreciated until such time when the asset is substantially completed and ready for its intended use.
Recently issued but not yet effective accounting pronouncements	*Recently issued but not yet effective 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 November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (“ASU 2021-10”). This update requires annual disclosures about transaction with a government that are accounted for by applying a grant or contribution accounting model by analogy. Required disclosures include (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2021-10 on its consolidated financial statement disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognized contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment. The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2021-08 on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (“ASU 2020-06”), which 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 on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which 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 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. Early adoption is permitted. The Company adopted ASU 2019-12 as of July 1, 2021 and the adoption did not have a material impact on the Company’s 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. 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.
Concentration of credit risk	*Concentration of credit risk* The Company places its cash and cash equivalents, which may at times be in excess of the Australia Financial Claims Scheme or the United States’ Federal Deposit Insurance Corporation insurance limits, with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution.
Fair value of financial instruments	*Fair value of financial instruments* The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1-Quoted prices in active markets for identical assets or liabilities. Level 2-Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3-Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The carrying amounts of cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are representative of their respective fair values because of the short-term nature of those instruments.

OTHER CURRENT ASSETS (Tables)

12 Months Ended

Jun. 30, 2022

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


	June 30, 2022		June 30, 2021
Intelligent Fingerprinting Limited note receivable	$	500,445	$	—
Prepayments		116,525		2,424,143
Goods and services tax receivable		57,746		83,278
Deposits		46,602		—
Other receivables		25,443		1,596
Total	$	746,761	$	2,509,017

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

12 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:


	June 30, 2022		June 30, 2021
Accounts and other payables	$	715,902	$	1,355,894
Accruals		909,187		112,074
Total	$	1,625,089	$	1,467,968

INVESTMENT IN AFFILIATE (Tables)

12 Months Ended

Jun. 30, 2022

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 consolidated financial statements:

	June 30, 2022		June 30, 2021
Investment value	$	—	$	135,692
Loss from the affiliate		—		(135,692	)
Carrying amount	$	—	$	—

CONSTRUCTION IN PROGRESS (Tables)

12 Months Ended

Jun. 30, 2022

Construction In Progress

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS

The following table summarizes the amount of CIP recorded in the Consolidated Balance Sheets:


	June 30, 2022			June 30, 2021
Investments in construction in progress	$	782,816		$	—
Less: 50% contributed under government grant		(391,408	)		—
Carrying amount	$	391,408		$	—

INCOME TAX (Tables)

12 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

The components of net deferred taxes are as follows:

	June 30, 2022			June 30, 2021
Deferred tax assets (liabilities):
Net operating loss - U.S.		4,321,600		$	4,742,347
Net operating loss - Foreign		1,682,879			1,179,984
Employee benefits		59,546			24,400
Total deferred tax assets, net		6,064,025			5,946,731
Less: valuation allowance		(6,064,025	)		(5,946,731	)
Net deferred taxes	$	—		$	—

SCHEDULE OF PROVISION FOR INCOME TAXES

Our statutory income tax rate is expected to be approximately 21%. The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

		2022		2021
		Year Ended June 30,
		2022		2021
Current			$	—
Deferred				—
Total	$	—	$	—

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT)

	2022			2021
	Year Ended June 30,
	2022			2021
U.S. federal statutory rate applies to pretax income (loss)		(1,770,915	)	$	(1,452,905	)
Different tax rate of subsidiary		(106,634	)		(87,360	)
State taxes, net of federal benefit					—
Permanent differences		117,039			281,730
Benefit of federal operating loss carryforwards					—
Cumulative adjustment to deferred taxes		1,643,216			(512,847	)
Change in state tax rates and other					—
Change in valuation allowance		(117,294	)		(1,771,382	)
Total	$	—		$	—

LOSS PER SHARE (Tables)

12 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES

	2022			2021
	Year Ended June 30,
	2022			2021
Net loss attributable to GBS Inc.	$	(8,306,051	)	$	(7,037,286	)
Basic and diluted net loss per share attributed to common shareholders	$	(0.57	)	$	(0.68	)
Weighted-average number of shares outstanding		14,665,263			10,414,886

SCHEDULE OF ANTI-DILUTIVE WARRANTS

	2022		2021
	Year Ended June 30,
	2022		2021
Warrants - Series A		1,401,377		1,401,377
Warrants - Series B		52,400		60,182
Warrants issued to underwriters		63,529		63,529
Pre IPO warrants		2,736,675		2,736,675
Warrants issued to parent entity		3,000,000		3,000,000
Preferred stock - Series B		-		1,300,000
Anti-dilutive securities		-		1,300,000

ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) - USD ($)		12 Months Ended
	Dec. 28, 2020	Jun. 30, 2022	Jun. 30, 2021
Net proceeds from issuance of ipo	$ 17,732,448		$ 21,600,013
Payment of offering costs			$ 2,003,952
IPO [Member]
Number of shares sold	1,270,589
Payment of underwriters' discount and commissions	$ 1,714,001
Payment of offering costs	$ 2,153,564
IPO [Member] \| Common Stock [Member]
Sale of stock, price per share	$ 17.00
Preferred stock converted	2,810,190
Convertible note converted	710,548
IPO [Member] \| Common Stock [Member] \| Year Two [Member]
Number of shares sold	2,736,675
IPO [Member] \| Common Stock [Member] \| Year Three [Member]
Number of shares sold	2,736,675
IPO [Member] \| Common Stock [Member] \| Underwriter Option [Member]
Number of shares called by warrants	63,529
Exercise price	$ 18.70
IPO [Member] \| Common Stock [Member] \| Underwriter Option [Member] \| Series A Warrants [Member]
Number of shares called by warrants	190,588
IPO [Member] \| Common Stock [Member] \| Underwriter Option [Member] \| Series B Warrants [Member]
Number of shares called by warrants	190,588
IPO [Member] \| Additional Common Stock [Member] \| Underwriter Option [Member]
Number of shares called by warrants	190,588
IPO [Member] \| Series B Convertible Preferred Stock and Series A Warrant [Member] \| Common Stock [Member]
Sale of stock, price per share	$ 8.50
IPO [Member] \| Series B Warrant [Member] \| Common Stock [Member]
Sale of stock, price per share	$ 17.00

LIQUIDITY (Details Narrative) - USD ($)	12 Months Ended
LIQUIDITY (Details Narrative) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Liquidity
Net loss	$ 8,306,051	$ 7,037,286
Shareholders' equity	6,545,771	15,006,621	$ (5,214,828)
Working capital	6,204,989
Accumulated deficit	31,175,853	$ 22,869,803
Cash and cash equivalents	$ 8,230,000

- Definition

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

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- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2019	Jun. 30, 2022	Jun. 30, 2021
Deferred income				$ 4,700,000
Grant received			$ 2,100,000
Grants receivable			2,600,000
Research and development tax refund			385,888	1,850,175
Foreign currency translation loss			126,875	297,309
Expenses			$ 3,853,919	3,835,703
Option Agreement [Member]
Option to Acquire North American Region Option term	2 years
Option Agreement [Member] \| Life Science Biosensor Diagnostics Pty Ltd [Member]
Exercise price	$ 5,000,000
Glucose Biosensor Technology [Member]
Purchase of license right		$ 976,308
Life Science Biosensor Diagnostics Pty Ltd [Member]
Expenses	$ 500,000			500,000
Other Income [Member]
Deferred income				$ 51,258

SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Intelligent Fingerprinting Limited note receivable	$ 500,445
Prepayments	116,525	2,424,143
Goods and services tax receivable	57,746	83,278
Deposits	46,602
Other receivables	25,443	1,596
Total	$ 746,761	$ 2,509,017

OTHER CURRENT ASSETS (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
OTHER CURRENT ASSETS (Details Narrative) - USD ($)	Apr. 20, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 16, 2022
Note receivable, face amount					$ 500,000
Interest Rate					2.00%
Prepayments			$ 116,525	$ 2,424,143
Development and regulatory approval expenses			3,853,919	3,835,703
R&D Agreement [Member] \| Life Science Biosensor Diagnostics Pty Ltd [Member]
Exercise price option		$ 5,000,000
R&D Agreement [Member] \| Biosens X North AmericaInc [Member] \| Life Science Biosensor Diagnostics Pty Ltd [Member]
Development and regulatory approval expenses	$ 2,600,000
Equity interest percentage	50.00%
Research and Development Expense [Member]
Prepayments				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

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Payables and Accruals [Abstract]
Accounts and other payables	$ 715,902	$ 1,355,894
Accruals	909,187	112,074
Total	$ 1,625,089	$ 1,467,968

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Payables and Accruals [Abstract]
Accruals	$ 909,187	$ 112,074
Development and regulatory approval expenses	634,518
Legal and consulting fees	136,324
Audit and accounting service fees	99,454
Other general and administrative expenses	$ 38,891

CONVERTIBLE NOTES PAYABLE (Details Narrative) - Convertible Note [Member]	12 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares
Short-Term Debt [Line Items]
Offering price \| $ / shares	$ 7.23
Debt conversion number of shares converted \| shares	710,548
Debt conversion converted amount	$ 5,133,706
Debt accrued interest	0
Financing cost	$ 905,948
Maximum [Member]
Short-Term Debt [Line Items]
Debt conversion price percentage	0.85
Minimum [Member]
Short-Term Debt [Line Items]
Debt conversion price percentage	0.50

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions							12 Months Ended
	Jan. 02, 2022	Sep. 09, 2021	Aug. 31, 2021	Dec. 28, 2020	Dec. 18, 2020	Dec. 14, 2020	Jun. 30, 2021	Jun. 30, 2022
Common Stock [Member]
Class of Stock [Line Items]
Number of common stock issued							1,270,589
Conversion of convertible securities							710,548
Life Science Biosensor Diagnostics Pty Ltd [Member] \| Five Year Transferrable Warrant [Member]
Class of Stock [Line Items]
Consideration period						5 years
Life Science Biosensor Diagnostics Pty Ltd [Member] \| Five Year Non Transferrable Warrant [Member]
Class of Stock [Line Items]
Consideration period						5 years
Life Science Biosensor Diagnostics Pty Ltd [Member] \| Maximum [Member]
Class of Stock [Line Items]
Consideration to be contributed towards research and development						$ 2
Life Science Biosensor Diagnostics Pty Ltd [Member] \| Exchange Agreement [Member]
Class of Stock [Line Items]
Conversion of stock, description					In addition, the parties to the Exchange Agreement entered into a Registration Rights Agreement (the “RRA”) pursuant to which the Company agreed to prepare and file within 30 days following the closing of the IPO with the Securities and Exchange Commission a registration statement to register for resale the shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock. If and to the extent the Company fails to, among other things, file such resale registration statement or have it declared effective as required under the terms of the RRA, the Company will be required to pay to the holder of such registration rights partial liquidated damages payable in cash in the amount equal to the product of 1.0% multiplied by the aggregate purchase price paid by such holder pursuant to the EA. The EA and the RRA contain customary representations, warranties, agreements and, indemnification rights and obligations of the parties. The common stock acquired in the Exchange was immediately retired. Each share of Series B Convertible Preferred Stock is convertible into 1 shares of the Company’s common stock, subject to proportional adjustment and beneficial ownership limitations.
Life Science Biosensor Diagnostics Pty Ltd [Member] \| Common Stock [Member] \| Five Year Non Transferrable Warrant [Member]
Class of Stock [Line Items]
Number of warrant to purchase common stock						3,000,000
Exercise price						$ 17.00
Life Science Biosensor Diagnostics Pty Ltd [Member] \| Common Stock [Member] \| Exchange Agreement [Member]
Class of Stock [Line Items]
Shares issued upon conversion					3,000,000
IPO [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted				2,810,190
Series A Warrant [Member]
Class of Stock [Line Items]
Convertible of warrants								1,401,377
Series A Warrant [Member] \| IPO [Member]
Class of Stock [Line Items]
Convertible of warrants								59,800
Series B Warrant [Member]
Class of Stock [Line Items]
Convertible of warrants								52,400
Number of common stock issued	7,382	400
Series B Warrant [Member] \| IPO [Member]
Class of Stock [Line Items]
Convertible of warrants								1,400,995
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]
Conversion of stock, shares converted			1,300,000				1,700,000
Conversion of stock, description			Each share of Series B Convertible Preferred Stock was converted into 1 share of the Company’s common stock.				Each share of Series B Convertible Preferred Stock was converted into 1 share of the Company’s common stock.
Conversion of convertible securities					1
Series B Convertible Preferred Stock [Member] \| Life Science Biosensor Diagnostics Pty Ltd [Member] \| Exchange Agreement [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted					3,000,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		12 Months Ended
	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Related Party Transaction [Line Items]
Development and regulatory approval expenses		$ 3,853,919	$ 3,835,703
Life Science Biosensor Diagnostics Pty Ltd [Member]
Related Party Transaction [Line Items]
Due to related party towards the services in connection with development		0	523,767
Development and regulatory approval expenses	$ 500,000		500,000
Due to related party towards overhead cost reimbursement		145,733	212,032
Overhead reimbursements payable		9,054	$ 13,323
BiosensX [Member]
Related Party Transaction [Line Items]
Development and regulatory approval expenses		$ 2,600,000

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Investments in and Advances to Affiliates [Abstract]
Investment value		$ 135,692
Loss from the affiliate		(135,692)
Carrying amount

INVESTMENT IN AFFILIATE (Details Narrative) - $ / shares	Jun. 30, 2022	Jun. 30, 2021	May 29, 2020
Common stock, shares, issued	14,889,904	13,582,122
Common stock price per share	$ 0.01	$ 0.01
BiosensX [Member]
Common stock, shares, issued			14,000,000
Common stock price per share			$ 0.001
Equity interest percentage			50.00%

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Construction In Progress
Investments in construction in progress	$ 782,816
Less: 50% contributed under government grant	(391,408)
Carrying amount	$ 391,408

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS (Details) (Parenthetical)	Jun. 30, 2022
Construction In Progress
Percentage of reimbursement on construction cost	50.00%

CONSTRUCTION IN PROGRESS (Details Narrative) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Construction In Progress
Construction in progress gross	$ 782,816
Percentage of reimbursement on construction cost	50.00%

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Feb. 28, 2021	Jan. 21, 2021	Jun. 30, 2022	Jun. 30, 2021
Purchase commitments				$ 0
Johns Hopkins Bloomberg School [Member] \| Sponsored Research Agreement [Member]
Research and development expense		$ 423,589
Milestone payable			$ 0
University of Newcastle [Member]
Research and development expense	$ 2,054,880
Remaining payable amount			$ 517,502

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Net operating loss - U.S.	$ 4,321,600	$ 4,742,347
Net operating loss - Foreign	1,682,879	1,179,984
Employee benefits	59,546	24,400
Total deferred tax assets, net	6,064,025	5,946,731
Less: valuation allowance	(6,064,025)	(5,946,731)
Net deferred taxes

SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Current
Deferred
Total

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory rate applies to pretax income (loss)	$ (1,770,915)	$ (1,452,905)
Different tax rate of subsidiary	(106,634)	(87,360)
State taxes, net of federal benefit
Permanent differences	117,039	281,730
Benefit of federal operating loss carryforwards
Cumulative adjustment to deferred taxes	1,643,216	(512,847)
Change in state tax rates and other
Change in valuation allowance	(117,294)	(1,771,382)
Total

INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
INCOME TAX (Details Narrative) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Deferred tax assets, valuation allowance	$ 6,064,025	$ 5,946,731
Operating loss carryforwards	$ 27,310,563	$ 19,291,293
Operating loss carryforwards expiration	which expire at various dates ranging from 2038 through unlimited expiration

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Net loss attributable to GBS Inc.	$ (8,306,051)	$ (7,037,286)
Basic and diluted net loss per share attributed to common shareholders	$ (0.57)	$ (0.68)
Weighted-average number of shares outstanding	14,665,263	10,414,886

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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+ Details

- Definition

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

+ References

+ Details

SCHEDULE OF ANTI-DILUTIVE WARRANTS (Details) - shares	12 Months Ended
SCHEDULE OF ANTI-DILUTIVE WARRANTS (Details) - shares	Jun. 30, 2022	Jun. 30, 2021
Warrants - Series A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,401,377	1,401,377
Warrants Series B [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	52,400	60,182
Warrants Issued to Underwriters [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	63,529	63,529
Pre IPO Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,736,675	2,736,675
Warrant Issued to Parent Entity [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,000,000	3,000,000
Series B Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		1,300,000

SUBSEQUENT EVENTS (Details Narrative) - $ / shares	Aug. 05, 2022	Jun. 30, 2022	Jun. 30, 2021
Subsequent Event [Line Items]
Common stock stated value per share		$ 0.01	$ 0.01
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock registration of shares	500,000
Common stock stated value per share	$ 0.001