UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the
quarterly period ended
For the transition period from __________ to __________
Commission
File Number:
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Check whether the
issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
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Indicate
by check mark whether the registrant has submitted electronically , every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Emerging growth company |
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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As of October 18, 2025, the registrant had outstanding shares of common stock.
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
FORM 10-Q
TABLE OF CONTENTS
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| December 31, | September 30, | |||||||
| 2024 | 2024 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ |
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$ |
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| Prepaid expenses |
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| Total Current Assets |
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| Other Assets: | ||||||||
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Furniture
and equipment, net of depreciation $
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| Other Receivable |
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| Other Assets |
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| Right of Use Asset |
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| Total Assets | $ |
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$ |
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| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and other payable | $ |
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$ |
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| Accrued interest payable |
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| Due to related party |
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| Lease Liability |
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Notes payable – $
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| Notes payable – related party |
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Convertible notes, net of discount $
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Convertible notes payable – related party, net of discount $
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| Total Current Liabilities |
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| Lease Liability |
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| Total Liabilities | $ |
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$ |
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| Stockholders’ Deficit | ||||||||
| Preferred stock: shares authorized; $ par value; shares issued and outstanding | ||||||||
| Common stock: shares authorized; $ par value; and shares issued and outstanding |
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| Additional paid-in capital |
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| Stock Receivable |
(
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) |
(
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| Accumulated deficit |
(
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) |
(
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| Accumulated other comprehensive income |
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| Non-Controlling Interest |
(
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) |
(
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) | ||||
| Total Stockholders’ Deficit |
(
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) |
(
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) | ||||
| Total Liabilities and Stockholders’ Deficit | $ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ending December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Operating Expenses: | ||||||||
| Professional fees |
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| General and administration |
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| Total operating expenses |
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| Loss from operations |
(
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) |
(
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| Other Income (Expense): | ||||||||
| Other Income/(Expense) |
(
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) |
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| Interest expense |
(
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) |
(
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) | ||||
| Total Other Income (Expense) |
(
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) |
(
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) | ||||
| Net Income (Loss) from continuing operations | $ |
(
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) | $ |
(
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) | ||
| Net Loss from discontinued operations |
(
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) | ||||||
| Net Income (Loss) | $ |
(
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) | $ |
(
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) | ||
| Net Loss attributed to non-controlling interest |
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|||||||
| Net Loss attributed to Graphene & Solar Technologies Ltd. | $ |
(
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) | $ |
(
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) | ||
| Other Comprehensive Income |
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(
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) | |||||
| Net Comprehensive Loss | $ |
(
|
) | $ |
(
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) | ||
| Net Loss available to common shareholders | $ |
(
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) | $ |
(
|
) | ||
| Basic and diluted loss per common share | $ | ) | $ | ) | ||||
| Weighted average number of common shares outstanding | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
(Unaudited)
Three Months Ended December 31, 2024 and 2023
| Common Stock | Additional | Stock |
Non-
Controlling |
Accumulated |
Accumulated
Comprehensive |
Stockholders’ | ||||||||||||||||||||||||||
| Shares | Amount | Paid-in | Receivable | Interest | Deficit | Income | Deficit | |||||||||||||||||||||||||
| Balance September 30, 2024 |
|
5,698 | 68,769,472 | (795,000 | ) | (185 | ) | (71,015,630 | ) | 198,672 | (2,836,973) | |||||||||||||||||||||
| Stock-based compensation |
|
535 | 321,311 | — | — | — | — | 321,846 | ||||||||||||||||||||||||
| Debt Discount on Notes Payable |
|
200 | 94,536 | — | — | — | — | 94,736 | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | 102,104 | 102,104 | ||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | (105) | (1,042,512 | ) | — | (1,042,617) | |||||||||||||||||||||||
| Balance December 31, 2024 |
|
6,433 | 69,185,319 | (795,000 | ) | (290 | ) | (72,058,142 | ) | 300,776 | (3,360,904) | |||||||||||||||||||||
5
| Common Stock | Additional | Stock | Stock | Accumulated | Accumulated Comprehensive | Stockholders’ | ||||||||||||||||||||||||||||
| Shares | Amount | Paid-in | Receivable | Payable | Deficit | Income | Deficit | |||||||||||||||||||||||||||
| Balance September 30, 2023 |
|
4,219 | 63,883,853 | (795,000 | ) | — | (68,375,078 | ) | 302,977 | (4,979,029) | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 44,400 | — | — | 44,400 | ||||||||||||||||||||||||||
| Debt Discount on Notes Payable |
|
6 | 11,577 | — | 7,096 | — | — | 18,679 | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | (109,130 | ) | (109,130) | |||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | (369,136 | ) | — | (369,136 | |||||||||||||||||||||||||
| Balance December 31, 2023 |
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4,225 | 63,895,430 | (795,000 | ) | 51,496 | (68,744,214 | ) | 193,847 | (5,394,216) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three-Month Period Ended December 31, 2024 and 2023
(Unaudited)
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net Income (loss) | $ |
(
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) |
(
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) | |||
| Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||||||||
| Stock-based compensation |
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| Depreciation expense |
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| Amortization of discount |
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| Changes in operating assets and liabilities: | ||||||||
| Accounts payable |
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| Accrued interest payable |
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| Other receivables |
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| Other assets |
(
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| Right of use assets |
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| Lease liabilities |
(
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| Due to related parties |
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| Net cash used in operating activities |
(
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(
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| Cash flows from investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Due to Affiliates |
(
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| Issuance of convertible note |
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| Issuance of convertible note – related party |
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| Net cash from financing activities |
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| Effect of currency translations to cash flow |
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(
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) | |||||
| Net change in cash and cash equivalents |
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| Beginning of Period |
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| End of Period | $ |
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$ |
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| Supplemental cash flow information | 2024 | 2023 | ||||||
| Interest paid | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Issuance of Common Stock as Debt Discount |
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| Capitalization of Interest |
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The accompanying notes are an integral part of these consolidated financial statements.
7
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
These consolidated financial statements of Graphene & Solar Technologies Limited (GSTX or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with Graphene & Solar’s audited financial statements as of September 30, 2024.
Going Concern –
The Company has incurred cumulative net losses since inception of $
Future issuances of the Company’s equity or debt securities will be required for the Company to finance operations and continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Principles of Consolidation and Basis of Presentation — The consolidated financial statements include the accounts of Graphene & Solar Technologies Limited and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2024.
Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment, and the liquidation of liabilities.
Cash
and Cash Equivalents
- Cash and cash equivalents are
carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments
with an original maturity of three months or less as of the purchase date of such investments. As of December 31, 2024 and September
30, 2024, the Company had $
8
During the quarter ended December 31, 2024, the Company issued shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.
During the quarter ended December 31, 2023, the Company did t issue any shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.
Total stock-based compensation expense was $ and $ for the quarters ended December 31, 2024 and 2023, respectively.
Foreign Currency Translations – The functional currency of the Company’s foreign subsidiary is primarily the respective local currency. Assets and liabilities of the Company’s foreign subsidiary are translated into U.S. Dollars at the year-end exchange rate, and revenues and expenses are translated at average monthly exchange rates. Translation gains and losses are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. All other foreign currency transaction gains and losses are included in other (income) expense, net.
Other comprehensive
income loss was $
Accumulated other
comprehensive income loss was $
Reclassifications - Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 2024 and September 30, 2024 are summarized as follows:
| December 31, | September 30, | |||||||
| 2024 | 2024 | |||||||
| Laboratory and factory equipment | $ |
|
$ |
|
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| Computers |
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| Furniture and fixtures |
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| Property and equipment, gross |
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||||||
| Less accumulated depreciation |
(
|
) |
(
|
) | ||||
| Net property and equipment | $ |
|
$ |
|
||||
Depreciation expense
for the quarter ended December 31, 2024 and the year-end September 30, 2024 were $
NOTE 4 – OTHER ASSETS
Other assets consist of the following:
| December 31, | September 30, | |||||||
| 2024 | 2024 | |||||||
| Security deposit – rental bond (Melbourne, Australia) | $ |
|
$ |
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| Deferred offering costs |
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| Total other assets | $ |
|
$ |
|
||||
The security deposit represents a rental bond paid in connection with the Company’s commercial lease agreement in Melbourne, Australia. The deposit is refundable at the conclusion of the lease, subject to the terms of the lease agreement.
Deferred offering costs consist of legal, accounting, and other professional fees incurred in connection with anticipated capital raising transactions. As of December 31, 2024, no offering had been completed. These costs have been capitalized in accordance with ASC 340-10 and will be offset against the proceeds of such offerings, if and when they occur.
9
NOTE 5 – NOTES PAYABLE
The Company’s indebtedness as of December 31, 2024 and September 30, 2024 were as follows:
| Description | December 31, 2024 | September 30, 2024 | ||||||
|
Notes
payable – $
|
$ |
|
$ |
|
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| Notes payable – related party |
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||||||
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Convertible
notes, net of discount $
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$ |
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$ |
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|
Convertible
notes payable – related party, net of discount $
|
$ |
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Convertible Notes Payable
On June 29,
2012, the Company issued convertible secured notes payable totaling $
On February
1, 2016, the Company issued convertible secured note payable of $
On November
21, 2024, the Company issued a convertible secured note payable of $
Convertible Notes Payable – Related Party
During the
quarter ended December 31, 2023, the Company entered into an agreement to issue convertible notes payable with an accredited investor.
Notably, there exists a professional relationship between the Company and the investor, facilitated by a mutual director serving on the
boards of both entities. These notes carry an aggregate principal balance of $
10
During the
quarter ended March 31, 2024, the Company entered into an agreement to issue a convertible note payable with a director serving on the
board. The note carries an aggregate principal balance of $
During the
quarter ended June 30, 2024, the Company entered into an agreement to issue a convertible note payable with a director serving on the
board. The note carries an aggregate principal balance of $
During the
quarter ended December 31, 2024, the Company entered into an agreement to issue a convertible note payable with two officers of the Company.
The note carries an aggregate principal balance of $
Notes Payable and Other Loans
During 2015
and 2016, the Company executed promissory notes payable with six individuals with an aggregate principal balance of $
On September
11, 2023, Ausquartz Sands Pty Ltd entered into a Loan Agreement with GVB GmbH for $
11
During the
year ended September 30, 2020 the former Company Chairman, FJ Garafalo, loaned the company $
Related Party Loans
On February
28, 2023, the Company entered into a Promissory Loan Note with MI Labs Pty Ltd, in the amount of US$
During July
2023, MI Labs Pty Ltd loaned Ausquartz Sands Pty Ltd US$
On December
5, 2022, the Company entered into a Promissory Loan Note with Mr. Andrew Liang, in the amount of US$
During the
year ended September 30, 2020, a Company Director loaned the Company $
NOTE 6 – RELATED PARTY
MI Labs Pty Ltd,
a management company controlled by Mr. Jason May, the Company’s Chief Executive Officer and a Company Director, provides management
services to the Company for which the Company is charged $
CSA Liang Pty Ltd,
a management company controlled by Mr. Andrew Liang, a Company Director, provided corporate advisor services to the Company for which
the Company was charged $
Sativus Investments,
a management company controlled by Mr. Paul Saffron, the Company’s Chief Operations Officer, provides management services to the
Company for which the Company is charged $
Parallel40
LLC, a management company controlled by Ms. Kristi Steele and Mr. David Hare, the Company’s Chief Sustainability Officers, provides
management services to the Company for which the Company was charged $
Russell Krause,
the Chief Executive Officer for Ausquartz Group Holdings Pty Ltd, provides management services to the Company for which the Company was
charged $
Haminerals
Pty Ltd, a management company controlled by Mr. Andrew Hamilton, the Company’s Chief Operations Officer (Australia), provides management
services to the Company for which the Company was charged $
Neil Morris,
the Chief Executive Officer for Wafer Manufacturing Corporation, provides management services to the Company for which the Company was
charged $
12
Allegro Investments Limited entered into a convertible note agreement with the Company. The Company and Allegro Investments Limited share a professional relationship wherein a director serves on the boards of both entities – see NOTE 3.
STR Ventures
is considered a related party of the Company due to its ownership of more than
During the quarters ended December 31, 2024 and 2023, stock-based compensation expense relating to directors, officers, affiliates and related parties was $ ( shares) and $ ( shares), respectively.
NOTE 7 – STOCKHOLDERS’ EQUITY
common shares were issued during the quarter ended December 31, 2024. The Company has a total of shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at December 31, 2024.
Pursuant to
the terms of a consulting agreement, the Company issued
shares of common stock to Mr. Jason May as compensation
for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
Pursuant to
the terms of a consulting agreement, the Company issued
shares of common stock to Mr. Paul Saffron as compensation
for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
Pursuant to the terms
of a consulting agreement, the Company issued
shares of common stock to Ms. Kristi Steele as compensation
for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
Pursuant to the terms
of a consulting agreement, the Company issued
shares of common stock to Mr. David Hare as compensation for
services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
Pursuant to
the terms of a consulting agreement, the Company issued
shares of common stock to Mr. Andrew Hamilton as compensation
for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
Pursuant to
the terms of a consulting agreement, the Company issued
shares of common stock to Mr. Neil Morris as compensation for
services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
Pursuant to
the terms of a consulting agreement, the Company issued a total of
shares of common stock to Ms. Kristine Woo as compensation
for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
Pursuant to the terms
of a consulting agreement, the Company issued
shares of common stock to Mr. Anthony Leigh as compensation
for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
Pursuant to the terms
of a consulting agreement, the Company issued
shares of common stock to Mr. Russell Krause as compensation
for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
13
On November 20, 2024,
the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued
shares of common stock to the noteholder. The shares were valued
at a fair value of $
On November 21, 2024,
the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued
shares of common stock to the noteholder. The shares were valued
at a fair value of $
On December 2, 2024,
the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued
shares of common stock to the noteholder. The shares were valued
at a fair value of $
On December 2, 2024,
the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued
shares of common stock to the noteholder. The shares were valued
at a fair value of $
Non-Controlling Interest
Wafer
Manufacturing Corporation (“WMC”) is a consolidated joint venture in which the Company holds a
For the quarter ended
December 31, 2024, the Company recorded a gain of $
NOTE 8 – LEASES
The Company
maintains its principal office at 11201 North Tatum Blvd., Suite 300 Phoenix, AZ 85028. The Company moved in November 2023 and its office
is in a shared office space provider, at a cost of $
Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease right of use asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
As part of
the acquisition of Ausquartz Group Holdings Pty Ltd on July 28, 2024, the Company assumed an existing lease for office and warehouse
space located in Melbourne, Australia. The lease commenced on November 1, 2023, with a four-year term and includes annual fixed rent
increases of
The Company
evaluated the lease and determined that it should be classified as an operating lease, as none of the criteria for a finance lease were
met. As of the lease commencement date, the Company recorded a right-of-use (ROU) asset of $158,933 and a corresponding lease liability
of $
As of December
31, 2024, the balance sheet includes a ROU asset of $
The future minimum payments on operating leases for each of the next three years and in the aggregate amount to the following:
14
| In USD | |||
| 2025 | $ |
$
|
|
| 2026 |
|
||
| 2027 |
|
||
| Total operating lease liabilities | $ |
$
|
|
Rent expense
for the quarter ended December 31, 2024 and 2023 was $
Finance Leases
As of December 31, 2024 and December 31, 2023, the Company had no finance leases.
NOTE 9 – OTHER RECEIVABLE
As of September
30, 2024, the balance of Other Receivables included $
During the 2024 fiscal
year, the Company entered into an arrangement with a third-party financing provider that advanced funds to the Company based on the anticipated
rebate. Upon receipt of the rebate from the Australian Taxation Office in October 2024, the financing provider deducted its fees and
remitted the net proceeds to the Company. During the three months ended December 31, 2024, the Company collected $
NOTE 10 – SUBSEQUENT EVENTS
On January 21, 2025, the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued shares to the noteholder in the second quarter of the fiscal year 2025.
On February 26, 2025, the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued shares to the noteholder in the second quarter of the fiscal year 2025.
On February 26, 2025, the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued shares to the noteholder in the second quarter of the fiscal year 2025.
Pursuant to the terms of their consulting agreement, Mr. David Halstead was granted and issued shares. The Company issued the shares in the third quarter of the fiscal year 2025.
Pursuant to the terms of their consulting agreement, NexChange, Inc. was granted and issued shares. The Company issued the shares in the third quarter of the fiscal year 2025.
On April 10, 2025, the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued shares to the noteholder in the third quarter of the fiscal year 2025.
On June 11, 2025, Mr. Russell Krause entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued shares in the third quarter of fiscal year 2025.
On June 13, 2025, the Company accepted a Share Application for the total price of $10,000 ($0.01/share). Pursuant to the terms of the application, the Company issued shares in the third quarter of fiscal year 2025.
On June 26, 2025, Pagemark Limited entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued shares in the third quarter of fiscal year 2025.
15
Mr. Jason May was issued shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Mr. David Halstead was issued shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Mr. Jeffrey Freedman was issued shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Mr. Andrew Liang was issued shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Mr. Charles Wantrup was issued shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Brookside Communications was granted shares per annum, per the terms of their consulting agreement. Pursuant to the terms of the agreement, the Company issued shares in the fourth quarter of fiscal year 2025.
Pursuant to the terms of their consulting agreement, Ilgar Isayev was granted and issued shares. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Pursuant to the terms of their consulting agreement, Omnicom OCC was granted and issued shares. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Pursuant to the terms of their consulting agreement, Rocha and Associates was granted and issued shares. The Company issued the shares in the fourth quarter of the fiscal year 2025.
On August 11, 2025, the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued shares to the noteholder in the fourth quarter of the fiscal year 2025.
On August 13, 2025, Arran Boote entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued shares in the fourth quarter of the fiscal year 2025.
Mr. Anthony Leigh was issued shares awarded as a performance bonus. The Company issued the shares in the fourth quarter of the fiscal year 2025.
STR Ventures was issued shares awarded as a performance bonus. The Company issued the shares in the fourth quarter of the fiscal year 2025.
On July 1, 2025, Mr. Russell Krause entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company is to issue shares. As of this filing date, the shares have not been issued.
Pursuant to the terms of their consulting agreement, Mr. Stuart Allen was granted shares. As of this filing date, the shares have been approved but remain unissued.
The Company has evaluated events occurring subsequent to December 31, 2024 through to the date these financial statements were issued and has identified no additional events requiring disclosure.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
FORWARD LOOKING STATEMENTS
The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain a historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our Form 10-K report for the year ended September 30, 2024, filed with the U.S. Securities Exchange Commission (“SEC”) and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements or disclose any difference between our actual results and those reflected in these statements.
Overview
GSTX is focused on manufacturing silicon wafers for supply into the solar manufacturing sector. Silicon wafers are the core material used for making solar cells. The solar panel supply chain can be depicted as follows:
Quartz -> silicon -> polysilicon -> silicon ingots -> silicon wafers -> solar cells -> solar modules (panels)
The GSTX strategy is to take advantage of the geopolitical, environmental and supply chain challenges the world faces at present. GSTX is focused on reshoring solar manufacturing from China for domestic manufacturing, and sales into domestic markets. GSTX is also developing projects in the upstream supply chain to maintain its own supply chain security for its silicon wafer manufacturing. This includes quartz, silicon and polysilicon. The year end September 30, 2024, was marked by significant progress in project development activities. The company has restructured its operations. Previous business of thin films and water harvesting have been paused. The company has established a wholly owned subsidiary, The Quartz & Silicon Materials Company Limited to develop its solar manufacturing related projects. Early planning for several projects is underway, including:
| · | Acquisition of quartz resources in Australia. Development of several prospective resources in Brail, USA, Canada and Europe. |
| · | A completed acquisition of Ausquartz Group Holding Pty Ltd, a company associated with CEO Jason May, specializing in high purity quartz processing. |
| · | A 10GW wafer facility in the USA, |
| · | A 10GW wafer facility in Australia, |
| · | A 60,000 metric ton chemical grade silicon smelter in New Zealand |
| · | A 30,000 metric ton solar grade polysilicon plant in New Zealand |
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The US Inflation Reduction Act under the Biden era administration had strong financial support for a wide range of renewable businesses, including solar manufacturing. With the change of administration, the Trump era, significantly changed the policies and support for renewables as part of the One Big Beautiful Bill Act. This was signed into law on July 4, 2025. The US presidential election and the first 6 months of Trump’s presidency caused a significant amount of uncertainty in the solar manufacturing sector. This did affect the operations of GSTX, but thankfully with the passing of the One Big Beautiful Bill there is now positive certainty regarding solar manufacturing incentives. In particular the section 45 manufacturing production credit framework has survived amendment and is a positive outcome for US solar manufacturing, and the GSTX business strategy.
Liquidity and Capital Resources
We expect to require substantial additional financing to fund the construction and commissioning of our planned manufacturing facilities. We intend to pursue a combination of equity financing, debt financing, government incentives, and customer offtake arrangements. There can be no assurance that such financing will be available on acceptable terms or at all.
Supply Chain and Development Activities
During fiscal 2024, the Company has been in advanced discussion with several large incumbent manufacturers to reshore manufacturing of silicon ingots, wafers and cells to the US and Australia. QSM is structured to take advantage of the US One Big Beautiful Bill Act and the Australian “Made in Australia” programs to reshore critical solar manufacturing. Producing wafers locally (Made in America/Made in Australia) is key to being able to claim government incentives (production credits). QSM is a low technology risk enterprise, no new inventions, just manufacturing.
Outlook
For fiscal year 2025, the Company expects to continue project development activities, including establishing manufacturing joint ventures, detailed engineering, permitting, offtake sales and financing. We expect to continue to incur operating losses and negative operating cash flows until commercial operations commence. The timing of revenue generation is dependent on the successful completion of project financing and construction of the Company’s planned manufacturing facilities.
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Results of Operations
For the fiscal quarters ended December 31, 2024 and December 31, 2023 we generated no revenues, and thus no cost of sales or gross profits.
For the fiscal quarters ended December 31, 2024 and December 31, 2023, we incurred $965,764 and $316,962, respectively, in operating expenses.
For the fiscal quarter ended December 31, 2024 we recorded interest expense of $19,597, while in the fiscal quarter ended December 31, 2023 we incurred expenses of $10,029. Both items are represented by accrued interest on debt. Other income/(expense) of $57,256 was incurred in the fiscal quarter, December 31, 2024 and a gain of $8,040 in fiscal quarter, December 31, 2023.
For the fiscal quarter ended December 31, 2024, we reported net loss of $940,408, while in the fiscal quarter ended December 31, 2023, we reported a net loss before taxes of $478,266.
For the periods ended December 31, 2024 and September 30, 2024, our cash positions were $103,019 and $1,845, respectively.
As of December 31, 2024, we had total current liabilities of $3,710,183 while as of September 30, 2024, we had total current liabilities of $3,026,409, an increase of about 18%. Accrued interest payable increased from $222,679 to $224,209. Related party debt increased from $852,743 to $1,505,965 during the period.
Liquidity and Capital Resources
As of December 31, 2024, we had $113,712 in current assets and $3,710,183 in current liabilities. Accordingly, we had a working capital deficit of $3,596,471.
Operating activities used $99,555 for the quarter ended December 31, 2024, as compared to $27,352 for the quarter ended December 31, 2023.
Net cash provided by financing activities was $199,416 for the quarter ended December 31, 2024, as compared to $50,250 for the quarter ended December 31, 2023.
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Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 1.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024 due to the material weaknesses in internal control over financial reporting described below.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2024 based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of September 30, 2024 due to the existence of the material weaknesses identified below:
- Inadequate segregation of duties in the financial reporting process;
- Lack of sufficient personnel with appropriate accounting expertise;
- Ineffective controls over the review of journal entries and account reconciliations;
- Insufficient controls over the completeness and accuracy of disclosures.
These material weaknesses could result in a material misstatement of our financial statements or disclosures that may not be prevented or detected on a timely basis.
Disclosure of Fraud
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In connection with the certifications required under Rules 15d-14(a) and 15d-14(b) of the Exchange Act, our Chief Executive Officer and Chief Financial Officer have disclosed to our auditors, the audit committee of our board of directors, and in this report, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As of the date of this filing, management is not aware of any such instances of fraud that occurred during the fiscal year ended September 30, 2024.
Remediation Efforts
We are in the process of designing and implementing measures to remediate the material weaknesses described above. These measures include, but are not limited to:
- Hiring additional accounting personnel with relevant expertise;
- Implementing enhanced review procedures and formalized documentation controls;
- Establishing more robust segregation of duties within the finance and accounting functions;
- Providing additional training and resources to employees involved in financial reporting.
Management is committed to remediating the identified material weaknesses as quickly and effectively as possible. We will continue to assess the effectiveness of our internal control over financial reporting and will disclose any changes in future filings.
Changes in Internal Control over Financial Reporting
Other than the remediation efforts described above, there were no changes in our internal control over financial reporting that occurred during the first quarter of our fiscal year ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
The are no legal proceedings at the date of this filing. Legal guidance only has been sought in relation the mining leases as referenced above under Current Business & Operations section.
ITEM 1A. RISK FACTORS
Our business is subject to numerous risks and uncertainties including but not limited to those discussed in “Risk Factors” in our annual report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Please see Note 5 to our Financial Statements.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GRAPHENE & SOLAR TECHNOLOGIES LIMITED | ||
| Date: October 20, 2025 | By: | /s/ Jason May |
| Chief Executive Officer and Director | ||
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