Graphene & Solar Technologies Ltd 10-K for FY2025
Graphene & Solar Technologies Ltd (GSTX)
About this 10-K
Graphene & Solar Technologies Ltd filed this 10-K on February 25, 2026, covering the fiscal year ended September 30, 2025 (FY2025).
Headline figures
Fiscal year ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $3.3M
- compared with a net loss of $2.64M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
FORM
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal
year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None.
Title of Each Class. N/A
Trading Symbol. N/A
Name of Each Exchange as which registered. N/A
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by
check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Indicate by
check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such filing). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, and/or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging Growth Company |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No
The aggregate
market value of the voting stock held by non-affiliates of the registrant on September 30, 2025 was approximately $
As of February 22, 2026, the registrant had outstanding shares of common stock.
Documents
Incorporated by Reference:
Table of Contents
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. The Securities and Exchange Commission (the “Commission”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.
We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
PART I
ITEM 1. BUSINESS
Overview
The core business of GSTX is manufacturing critical materials for the solar and semiconductor market. GSTX has established/acquired a portfolio of businesses specializing in using advanced manufacturing to make high purity quartz sand, silicon, polysilicon, and silicon wafers. Silica, silicon and polysilicon are widely recognized as a critical minerals by governments in the U.S., Australia, and the EU due to its essential role in renewable energy (solar cells) and advanced technologies (semiconductors). With a strong ESG focus the company is committed to establishing local manufacturing of these materials for local markets.
The company is leveraging its existing business and management’s core competency to reshore solar manufacturing. The initial target markets are USA and Australia but exploring opportunities in Southeast Asia and Europe. A made locally approach.
The U.S. solar market in 2025 saw record growth, driven by utility-scale projects and increased domestic manufacturing, making solar over half of new power capacity, though policy shifts under the "OBBBA" created short-term uncertainty and impacted residential/commercial sectors, with forecasts pointing to continued strong, future growth amidst supply chain shifts and evolving tax credits.
During the first half of 2025 in the U.S. a record 18GW of solar was installed. In Q3 a further 11.7GW was installed. This accounted for 58% of new energy installations in the U.S.
Currently in the US alone there are approximately 60GW of solar cell and panel manufacturing factories in operation or under construction. GSTX plans to be one of the companies in production of U.S. made silicon wafers during 2026.
Silicon Wafer Manufacturing
The solar supply chain can be depicted as follows:
Quartz -> silicon -> polysilicon -> silicon ingots -> silicon wafers -> solar cells -> solar modules (panels)
GSTX has established a wholly owned subsidiary, The Quartz & Silicon Materials Company Ltd (“QSM”) to hold its businesses involved in the solar manufacturing sector. QSM is the parent company for:
| • | Ausquartz Group Holdings Pty Ltd (AUSQUARTZ) – An Australian based company with world class expertise in high purity quartz. Ausquartz operates a test and pilot production facility in Melbourne Australia. The company has successfully produced solar and semiconductor grade quartz sand. |
| • | The Quartz & Silicon Materials Company Pty Ltd (QSM AUS) – An Australian based company developing silicon wafer manufacturing facilities in the Oceania Region. | |
| • | Southland Silicon Materials Limited (SSM) – A New Zealand based company, and wholly owned subsidiary of QSM AUS), developing a green silicon metal smelter and a polysilicon production plant on the South Island of New Zealand. These two facilities will utilize local resources and green (renewable) power. |
QSM is 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 American “OBBB” 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.
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Government Product Approvals.
There are no identified government approvals required for our products and no export restrictions for the products.
Effect of Existing or Probable Governmental Regulations on the Business.
Management believes that there are no identified existing or probable government regulations that will adversely impact our business.
Management believes that the proposed introduction/increase of import duties/tariffs on solar equipment and products from China and South East Asia will benefit the proposed company operations in the U.S.
Research and Development Activities.
The primary research and development during the next fiscal year will involve further development and evaluation of new efficient material processing techniques. The company plans to manufacture samples of its products for customer validation and presales activity purposes.
Compliance with Environmental Laws.
Based upon our long-term experience, management believes that the nature of our proposed processing operations does not involve any onerous environmental compliance requirements. Compliance costs have been identified and quantified in the company plan of operations, business plan including financial plan.
Employees.
Certain members of our management team have been involved in this industry since 2005 and this has resulted in an experienced team of learned employees, advisors and technical experts in various locations and capacities within both Australia, Central Europe, and in the United States. It is planned to increase fulltime and part time employees/contractors from the present levels to a minimum of 30 within the next 12 months, subject to the company securing additional funding.
At the present time we rely upon experienced consultants with whom management has long-term relationships.
Executive Management and Technical Team.
Our executive management and technical team have largely co-worked together since 2005, and especially the last 5 years in Melbourne, Australia, China and the USA. All the specialized human resources are available to us.
ITEM 1.A. RISK FACTORS.
Not applicable.
ITEM 1.B. UNRESOLVED STAFF COMMENTS.
Not Applicable
ITEM 2. PROPERTIES.
We own general office, lab and factory equipment with a net book value of $19,465 and $26,262 as of September 30, 2025 and 2024 respectively, net of depreciation.
We currently maintain a representative office at 11201 North Tatum Boulevard suite 300 Phoenix, Arizona 85028 (the Company pays monthly rent in the amount of $278 for this office).
ITEM 3. LEGAL PROCEEDINGS.
Not applicable
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock at September 30, 2025 trades in the OTC Markets OTC Pink Market under the symbol “GSTX”. Shown below is the range of high and low closing prices for our common stock for the periods indicated. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
| Quarter Ended | High | Low | ||||||||
| September 30, 2023 | $ | 0.00 | $ | 0.00 | ||||||
| December 31, 2023 | $ | 0.03 | $ | 0.02 | ||||||
| March 31, 2024 | $ | 0.02 | $ | 0.01 | ||||||
| June 30, 2024 | $ | 0.01 | $ | 0.01 | ||||||
| September 30, 2024 | $ | 0.00 | $ | 0.00 | ||||||
| December 31, 2024 | $ | 0.09 | $ | 0.06 | ||||||
| March 31, 2025 | $ | 0.00 | $ | 0.00 | ||||||
| June 30, 2025 | $ | 0.00 | $ | 0.00 | ||||||
| September 30, 2025 | $ | 0.00 | $ | 0.00 | ||||||
Holders of our common stock are entitled to receive dividends as may be declared by the Board of Directors. Our Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid.
Our Articles of Incorporation authorize our Board of Directors to issue up to 800,000,000 shares of common stock and up to 10,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow our directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders, generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by our management.
As of September 30, 2025, we had approximately 413 shareholders of record.
We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate declaring or paying any dividends on our common stock for the foreseeable future. We currently intend to retain any future earnings to finance future growth. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors the board of directors considers relevant.
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ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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-K. Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements can be by their very nature, uncertain and risky. Although the forward-looking statements in this 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.
Overview
The Company acquired Solar Quartz Technologies Limited, a New Zealand corporation with substantial mineral resource and technical engineering assets, in July 2017. Since that time the Company has been engaged in developing several projects in the renewable energy sector, clean water and advanced materials. At present the focus of the Company is on Silicon Wafer manufacturing for the solar photovoltaic manufacturing sector. However, substantial efforts are underway to secure funding, and we believe that funding for the Company is imminent in the near future, although no assurance can be made as to the amount of funds, if any, or the terms thereof.
Current Business and Operation
The company has a focus and strategy to supply silicon wafers for the photovoltaic manufacturing sector. This leverages the existing company operations and planned production of upstream supply chain components (quartz sand, crucibles, silicon and polysilicon). The company is exploring partnerships with established incumbent manufacturers to reshore silicon wafer and solar photovoltaic cell production to the USA, Australia and Europe.
In 2024, the Company completed the acquisition of Ausquartz Group Holdings Pty Ltd, a company associated with our CEO, Jason May. Ausquartz specializes in the processing of high-purity quartz, a key upstream material for solar manufacturing. This acquisition was undertaken to secure strategic control over a critical raw material input—high-purity quartz—and to support the Company's vertical integration strategy. The transaction aligns with our broader business plan to develop a secure, domestic supply chain for silicon wafer manufacturing.
To further this strategy, in 2024, we established a wholly owned subsidiary, The Quartz & Silicon Materials Company Limited (“QSM”), to lead the development of integrated solar manufacturing projects. These include early-stage planning and permitting for:
| · | A 10GW silicon wafer manufacturing facility in the U.S. |
| · | A 10GW wafer facility in Australia. |
| · | A 60,000 metric ton chemical-grade silicon smelter and a 30,000 metric ton solar-grade polysilicon plant, both in New Zealand. |
| · | Acquisition and development of quartz resources in Australia, Brazil, the U.S., Canada, and Europe. |
Funding and Business Outlook
- The Company is currently engaged in advanced discussions with multiple large incumbent manufacturers regarding potential joint ventures and offtake agreements related to silicon ingot, wafer, and cell manufacturing.
- We are actively pursuing a combination of equity and debt financing, as well as governmental support under the U.S. One Big Beautiful Bill Act and Australia’s Made in Australia initiatives. While these discussions are ongoing, no binding agreements have been executed as of the date of this filing.
- The passage of the One Big Beautiful Bill Act in July 2025 has helped clarify the U.S. policy landscape, preserving critical incentives such as the Section 45 manufacturing production credit. This legislative clarity supports our confidence in pursuing domestic solar manufacturing projects.
- QSM’s business model is based on proven technologies with minimal R&D risk; the Company does not intend to develop new technology but rather to manufacture established silicon wafer products at scale. This lowers the technical and commercialization risks typically associated with early-stage manufacturing ventures.
Status of Commercial Product Development
- While the Company has not generated revenues in fiscal years 2023 or 2024, it made significant progress in engineering, planning, and permitting activities.
- The Company’s commercial product is standard silicon wafers used in the solar supply chain. These wafers are not subject to additional R&D prior to production. The remaining requirements are infrastructure development, equipment procurement, and commissioning.
- We anticipate initial sample production to begin following completion of financing and facility construction phases.
The Company is actively recruiting new members of the management team to assist with implementing its strategic plan. The company is re-engaging various opportunities that it was pursuing pre-pandemic.
Currently, GSTX is primarily focused upon completing development and initial sample production of commercially viable silicon wafers and solar cells. The goal for FY 2026 is to establish initial production and begin generating revenue.
Results of Operations.
Years Ended September 30, 2025 and 2024
| Years Ended | ||||||||||||
| September 30, | ||||||||||||
| 2025 | 2024 | Changes ($) | ||||||||||
| Loss from Operations | $ | (3,065,224 | ) | (2,560,850 | ) | $ | (504,374 | ) | ||||
| Other (Expense)/Income | $ | (241,981 | ) | 23,421 | $ | (265,402 | ) | |||||
| Net Income (loss) | $ | (3,307,205 | ) | $ | (2,537,429 | ) | $ | (769,776 | ) | |||
For the years ended September 30, 2025 and 2024, we generated no revenues, and thus no cost of sales or gross profits.
For the years ended September 30, 2025 and 2024, we incurred $3,065,224 and $2,560,850, respectively in operating expenses. The operating expense increases are due primarily to increased costs of contracting professional services in the development of markets, financing, legal fees, and other general and administrative expenses.
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For the years ended September 30, 2025 and 2024, our other income (expenses) consisted of the following:
| Years Ended | ||||||||||||
| September 30, | ||||||||||||
| 2025 | 2024 | Changes ($) | ||||||||||
| Other (Income) Expense: | ||||||||||||
| Interest expense | $ | (187,965 | ) | $ | (50,076 | ) | $ | (137,889 | ) | |||
| Other income | (53,814 | ) | 75,197 | (129,011 | ) | |||||||
| Impairment of assets | — | — | — | |||||||||
| Foreign currency transaction gain | — | — | — | |||||||||
| Change in fair value of derivative liability | — | — | — | |||||||||
| Loss on extinguishment of debt | (202 | ) | (1,700 | ) | 1,498 | |||||||
| $ | (241,981 | ) | $ | 23,421 | $ | (265,402 | ) | |||||
For the year ended September 30, 2025, we reported a net loss before taxes of $3,263,277 compared to a net loss before taxes of $2,744,857 for the year ended September 30, 2024. Since there were no tax obligations in either year, net loss in each year was the same as that reported before taxes.
Cash Flows
| Years Ended | ||||||||||||
| September 30, | ||||||||||||
| 2025 | 2024 | Changes ($) | ||||||||||
| Cash Flows used in Operating Activities | $ | (429,796 | ) | (96,029 | ) | $ | (333,767 | ) | ||||
| Cash Flows Provided (Used) by Investing Activities | $ | 79,225 | 319 | $ | 78,906 | |||||||
| Cash Flows provided by Financing Activities | $ | 404,112 | 117,857 | $ | 286,255 | |||||||
| Effect of exchange rate in cash | 1,979 | (21,396 | ) | 23,255 | ||||||||
| Net Change in Cash During Period | $ | 55,520 | $ | 751 | $ | 54,769 | ||||||
Cash Flow from Operating Activities
Cash flows used in operating activities was $429,796 in the year ended September 30, 2025, while for the year ended September 30, 2024, the Company expended $96,029.
The increase in the year ended September 30, 2025 was primarily due to an increase in accounts payable and accrued expenses, primarily for legal and consulting expenses and due to related parties.
Cash Flow from Investing Activities
Net cash provided by investing activities includes proceeds received from the sale of shares of a subsidiary. The transactions relate to the Company’s sale of its ownership interest in the subsidiary during the year ended September 30, 2025.
Shareholder loans and some minimal funding activities were mainly significant in the year ended September 30, 2024.
Cash Flow from Financing Activities
Cash from financing activities in the year ended September 30, 2025 contributed $404,112, $395,106 from proceeds of convertible notes payable and $10,040 from the proceeds from issuance of common stock. Cash from financing activities in the year ended September 30, 2024 contributed $117,857, $110,857 from proceeds of convertible notes payable and $7,000 from the sales of shares.
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Liquidity and Capital Resources.
Years Ended September 30, 2025 and 2024.
| September 30, 2025 | September 30, 2024 | Changes ($) | ||||||||||
| Cash | $ | 57,365 | $ | 1,845 | $ | 55,520 | ||||||
| Working capital deficit | $ | (4,749,158 | ) | $ | (3,012,641 | ) | $ | (1,736,517 | ) | |||
| Total assets | $ | 313,046 | $ | 306,713 | $ | 6,333 | ||||||
| Total liabilities | $ | (4,869,739 | ) | $ | (3,143,686 | ) | $ | (1,726,053 | ) | |||
| Total stockholders’ deficit | $ | (4,556,693 | ) | $ | (2,836,973 | ) | $ | (1,719,720 | ) | |||
As of September 30, 2025, we had total current liabilities of $4,817,878, while as of September 30, 2024 we had total current liabilities of $3,026,409, an increase of $1,791,469. The increase in current liabilities was primarily due to an increase of consulting fees.
As of September 30, 2025, we had a working capital deficit of $4,749,158 compared to a working capital deficit of $3,012,641 as of September 30, 2024. As of September 30, 2025, we had cash and cash equivalents of $57,365 and total assets of $313,046 compared to cash and cash equivalents of $1,845 and total assets of $306,713 as of September 30, 2024.
General Discussion.
Whereas management has been successful in the past in raising capital, there are no assurances that these sources of financing will continue to be available to us and/or that demand for our common stock will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned product development and marketing efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require it to:
| · | seek joint venture partners; |
| · | monetize its assets; |
| · | seek arrangements with strategic partners or other parties that may require the company to relinquish significant rights to products, technologies or markets; or |
| · | explore other strategic alternatives, including a merger or sale of our company. |
| · | Cease current operations |
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to our existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences, and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet its operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to our existing stockholders.
Inflation.
The impact of inflation on our costs and the ability to pass on cost increases to its customers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on its operations over the past year and we do not anticipate that inflationary factors will have a significant impact on future operations.
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MARKET ENVIRONMENT
Our business and financial performance are affected by global economic conditions, including interest rate volatility, inflation, regulatory and tax uncertainty, and evolving trade policies. During fiscal year 2024 and 2025, market uncertainty driven by rising interest rates, inflationary pressures, tariffs, regulatory changes, and supply constraints has negatively impacted our operations. Our operations are exposed to trade policy risks, including changes in tariffs, duties, and trade restrictions.
Federal tax policy is a critical factor affecting our business. In July 2025, the One Big Beautiful Bill Act (OBBB) was enacted, modifying tax incentives which significantly benefit our business model. While the law preserves the Section 45x Manufacturing Credit for solar manufacturing through 2033, it shortens the availability of the credit to the end of 2032 and introduces new Prohibited Foreign Entity restrictions that could limit access to tax credits or increase project costs. Regulatory implementation of the OBBB may create additional uncertainty or delays in monetizing tax credits, which could adversely affect our business and financial results. The solar energy industry is an emerging market which is constantly evolving and may not develop to the size or at the rate we expect.
SOLAR GROWTH
The United States is undergoing a structural transformation of its energy system driven by rising electricity demand from data centers, artificial intelligence, manufacturing, and broader electrification of the economy. Solar is an important part of this energy mix.
The U.S. solar market has been growing at a record pace, with nearly 50 GW installed in 2024, a 21% increase over 2023. Solar represents the majority of new generating capacity added in 2024 and 2025. The outlook for solar in the U.S. remains robust, with Q3 2025 installations of 11.7 GW, an approximate 20% increase from 2024. The outlook for domestic manufacturing, the picture is materially stronger than a few years ago: the U.S. now has approximately 64.8 GW of module manufacturing capacity online, enough to supply most expected 2025 demand. However, cells and especially silicon wafers/ingots are still the tighter links in the solar supply chain.
We believe the electrification of the U.S. economy, supported by solar and battery storage, represents a significant long-term opportunity for the Company. Through our planned manufacturing and product offerings, the Company aims to be a leading manufacturer of upstream solar materials for the domestic manufacturing sector, supporting the transition to a cleaner energy system.
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Going Concern and Management’s Liquidity Plans.
As reflected in the consolidated financial statements, the Company had an accumulated deficit at September 30 2025, a net loss and net cash used in operating activities for the year then ended and has generated no revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the consolidated financial statements.
The ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity markets. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence until such time that funds provided by operations are sufficient to fund working capital requirements. There can be no assurance that the Company will be able to raise any additional capital.
The Company may also require additional funding to finance the growth of our anticipated future operations as well as to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. In that event, the Company would be required to change its growth strategy and seek funding on that basis, if at all.
The Company’s plan regarding these matters is to raise additional debt and/or equity financing to allow the Company the ability to cover its current cash flow requirements and meet its obligations as they become due. There can be no assurances that financing will be available or if available, that such financing will be available under favorable terms. In the event that the Company is unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, the Company may seek protection under bankruptcy laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary.
Off-Balance Sheet Arrangements.
We do not maintain off-balance sheet arrangements, nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.
Critical Accounting Policies and New Accounting Pronouncements.
The Securities and Exchange Commission SEC has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies,” suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies are set forth below. The methods, estimates, and judgments the company uses in applying these most critical accounting policies have a significant impact on the results the company reports in its financial statements.
A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows:
Segment Reporting – Effective for the fiscal year ended September 30, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an enterprise about which separate financial information is available and are evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”), in order to assess performance and allocate resources. The Company has identified its Chief Executive Officer as the CODM.
The CODM evaluates the Company’s financial results and allocates resources on a consolidated basis. Based on this evaluation, the Company has determined that it operates as a single operating and reportable segment.
Although the Company has identified geographic regions for purposes of internal review and future revenue analysis, the Company and its subsidiaries have not generated any revenues to date. Accordingly, no geographic revenue information has been presented for the fiscal year ended September 30, 2025.
The Company’s assets are located in multiple jurisdictions and are managed on a consolidated basis. Because the Company operates as a single operating unit and has not generated revenues to date, management believes that presenting additional geographic asset information would not be meaningful. The Company will reassess its segment and geographic reporting disclosures as operations expand and revenues are generated.
In accordance with ASC 280, the Company provides the following segment information:
| Year Ended 2025 | ||||
| Revenue | $ | — | ||
| Total Operating Expenses | 3,065,224 | |||
| Loss From Operations | (3,065,224 | ) | ||
| Total Other Income (Expense) | (241,981 | ) | ||
| Net Income (Loss) | (3,307,205 | ) | ||
| Net Loss Attributed to Non-Controlling Interest | 2,609 | |||
| Other Comprehensive Income | 41,319 | |||
| Net Comprehensive Loss | $ | (3,263,277 | ) | |
Stock-Based Compensation – We account for employee and non-employee stock-based compensation using the fair value method. The fair value attributable to stock options is calculated based on the Black-Scholes option pricing model and is amortized to expense over the service period which is equivalent to the time required to vest the stock options.
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Income Taxes – Income taxes are provided based on the liability method for financial reporting purposes. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
Uncertain tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.
We are required to file federal income tax returns in the United States and in various state and local jurisdictions. Our tax returns filed since inception are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statutes of limitations in the applicable jurisdiction.
Earnings Per Share – Basic earnings per share have been calculated based upon the weighted-average number of common shares outstanding. Diluted earnings per share have been calculated based upon the weighted-average number of common and potential shares and is not presented when anti-dilutive.
Financial Instruments and Fair Value Measurements - As defined in ASC 820 “Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.
The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, and due to related parties. The carrying amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.
Derivative Financial Instruments - The Company accounts for freestanding contracts that are settled in a company’s own stock, including common stock warrants, to be designated as an equity instrument or generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations.
The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows.
At the date of the conversion of any convertible debt, the pro rata fair value of the related embedded derivative liability is transferred to additional paid-in capital.
The Company determines our derivative liabilities to be a Level 3 fair value measurement and uses the Binomial pricing model to calculate the fair value. There are no derivative liabilities as of September 30, 2025 and 2024. The Binomial model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Binomial valuation model.
Recently Issued Accounting Pronouncements – For discussion of recently issued accounting pronouncements, please see Note 2 to the consolidated financial statements included in this report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
14
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Graphene & Solar Technologies Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Graphene & Solar Technologies Limited (the Company) as of September 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended September 30, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company had a net loss from continuing operations, net cash used in operations, and a lack of revenues to-date, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
F-1
Going Concern
As discussed in Note 1 to the consolidated financial statements, the Company had a net loss from continuing operations, net cash used in operations, and a lack of revenues to-date.
Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate going concern and management’s disclosure on going concern.
/s/ M&K CPAS, PLLC
M&K CPAS, PLLC
We have served as the Company’s auditor since 2020
The Woodlands, TX
February 24, 2026
F-2
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONSOLIDATED BALANCE SHEETS
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Other Assets: | ||||||||
| Furniture and equipment, net of depreciation $ | ||||||||
| Other Receivable | ||||||||
| Other Assets | ||||||||
| Right of Use Asset | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and other payable | $ | $ | ||||||
| Accrued interest payable | ||||||||
| Due to related party | ||||||||
| Lease liability | ||||||||
| Notes payable – $ | ||||||||
| Notes payable – related party | ||||||||
| Convertible notes payable, net of discount, $ | ||||||||
| Convertible notes payable – related party, net of discount, $ | ||||||||
| Total Current Liabilities | ||||||||
| Lease Liability | ||||||||
| Total Liabilities | $ | $ | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock: shares authorized; $ par value; shares issued and outstanding | ||||||||
| Common stock: shares authorized; $ par value; and shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Stock Receivable | ( | ) | ( | ) | ||||
| Stock Payable | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Non-Controlling Interest | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Years Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Operating Expenses: | ||||||||
| Professional Services | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income (Expense): | ||||||||
| Other income (expense) | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||
| Total Other Income (Expense) | ( | ) | ||||||
| Net Income (Loss) from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Net Loss from discontinued operations | ( | ) | ||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||
| Net Loss attributed to non-controlling interest | ||||||||
| Net Loss attributed to Graphene & Solar Technologies Ltd. | $ | ( | ) | $ | ( | ) | ||
| Other Comprehensive Income | ( | ) | ||||||
| Net Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
| Net Loss available to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Income (Loss) per share: | ||||||||
| Basic and diluted loss per common share | $ | ) | $ | ) | ||||
| Weighted average number of common shares outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Common Stock | Additional | Stock | Stock | Non-Controlling | Accumulated | Accumulated Comprehensive | Stockholders’ | |||||||||||||||||||||||||||||||||
| Shares | Amount | Paid-in | Receivable | Payable | Interest | Deficit | Income | Deficit | ||||||||||||||||||||||||||||||||
| Balance September 30, 2023 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||||
| Debt Settlement | ||||||||||||||||||||||||||||||||||||||||
| Debt Discount on Notes Payable | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for Debt Extinguishment | ||||||||||||||||||||||||||||||||||||||||
| Sale of Subsidiary | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued for acquisition of Ausquartz | ||||||||||||||||||||||||||||||||||||||||
| Investment in Subsidiary | ( |
) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | ( |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 |
( |
) | ( |
( |
) | ( |
) | |||||||||||||||||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||||
| Debt Discount on Notes Payable | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for Debt Extinguishment | ||||||||||||||||||||||||||||||||||||||||
| Sale of Subsidiary Shares | — | ( |
||||||||||||||||||||||||||||||||||||||
| Conversion of Debt | — | — | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | ( |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| Balance September 30, 2025 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net Income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Stock-based compensation for acquisition of subsidiary | ||||||||
| Compensation to management for acquisition of subsidiary | ||||||||
| Depreciation expense | ||||||||
| Loss on Debt Extinguishment | ||||||||
| Amortization of discount | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable | ||||||||
| Accrued interest payable | ||||||||
| Other assets | ( | ) | ||||||
| Other receivables | ||||||||
| Right of use assets | ||||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Due to related parties | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Sale of Subsidiary Shares | ||||||||
| Cash acquired from purchase of subsidiary | ||||||||
| Net cash from investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Principal Payments on Debt – related party | ( | ) | ||||||
| Issuance of convertible note | ||||||||
| Issuance of convertible note – related party | ||||||||
| Net cash from financing activities | ||||||||
| Effect of currency translations to cash flow | ( | ) | ||||||
| Net change in cash and cash equivalents | ||||||||
| Beginning of Period | ||||||||
| End of Period | $ | $ | ||||||
| Supplemental cash flow information | ||||||||
| 2025 | 2024 | |||||||
| Interest paid | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Settlement of Debt for Common Stock | $ | $ | ||||||
| Issuance of Common Stock as Debt Discount | ||||||||
| Capitalization of Interest | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2025 AND 2024
NOTE 1 – BASIS OF PRESENTATION
These consolidated financial statements of Graphene & Solar Technologies Limited (GSTX or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations.
Going
Concern – 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.
Going Concern
The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any revenues from operations to date and does not expect to do so in the foreseeable future. The Company has a stockholders’ deficit as of September 30, 2025. Furthermore, the Company has experienced recurring operating losses and negative operating cash flows since inception and has financed its working capital requirements during this period primarily through the recurring sale of its equity securities.
As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the consolidated financial statements are being issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s consolidated financial statements for the year ended September 30, 2025, has also expressed substantial doubt about the Company’s ability to continue as a going concern.
The Company’s plan regarding these matters is to raise additional debt and/or equity financing to allow the Company the ability to cover its current cash flow requirements and meet its obligations as they become due. There can be no assurances that financing will be available or if available, that such financing will be available under favorable terms. In the event that the Company is unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, the Company may seek protection under bankruptcy laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary.
The Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its activities and to ultimately achieve sustainable operating revenues and profits. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
F-7
Because the Company is currently engaged in an early stage of development, it may take a considerable amount of time to develop any product or intellectual property capable of generating sustainable revenues. Accordingly, the Company’s business is unlikely to generate any sustainable operating revenues in the next several years. In addition, to the extent that the Company is able to generate revenues through product sales, there can be no assurance that the Company will be able to achieve positive earnings and operating cash flows.
At
September 30, 2025, the Company had cash of $
The amount and timing of future cash requirements during the year ended September 30, 2026 will depend on the extent of financing the Company is able to arrange. As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations. If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its technology and product development programs, or obtain funds, if available (although there can be no certainty), through strategic alliances that may require the Company to relinquish rights to certain of its assets, or to discontinue its operations entirely.
Assumed Liabilities
As a result of the acquisition of Cima Specialty Materials Ltd (CSML) from CIMA Nanotech Holdings Limited, “CNHL”, (a Cayman Island Registered company) the Company’s wholly owned subsidiary US Thin Film Corporation (USTFC) under the terms of the of the Share Sale and Purchase agreement the Company issued 3,000,000 shares of common stock for future liability settlement for assumed liabilities. The fair value of these future assumed liabilities of $720,000 was recorded as a stock receivable.
Revenue recognition Policies (ASC 606)
The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach:
1. Identify the contract with the customer.
2. Identify the performance obligations in the contract.
3. Determine the total transaction price.
4. Allocate the total transaction price to each performance obligation in the contract.
5. Recognize as revenue when (or as) each performance obligation is satisfied.
F-8
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the financial statements of Graphene & Solar Technologies Limited and its wholly owned subsidiaries, The Quartz and Silicon Materials Company (“QSM”), The Quartz and Silicon Materials Company Pty Ltd (“QSM/AU”), Ausquartz Group Holdings (“AUS”), Wafer Manufacturing Corporation (“WMC”), Southland Silicon Materials (“SSM”), Graphene and Solar Technologies Limited (“GSTXNZ”), and Adaquo, LLC (“ADQ”). All significant intercompany accounts and transactions have been eliminated in consolidation.
Basis of Presentation
These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.
Cash and Cash Equivalents
Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of
September 30, 2025 and 2024, the Company had $
Financial Instruments and Fair Value Measurements
As defined in ASC 820 “Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.
The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, and due to related parties. The carrying amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.
F-9
Debt Issuance Costs
Costs incurred in connection with the issuance of debt are amortized over the term of the related debt and netted against the liability.
Commitments and Contingencies
The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Income Taxes
The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes pursuant to ASC 740, “Income Taxes.” Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.
The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.
The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits, as of September 30, 2025, and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.
The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of September 30, 2025, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.
F-10
On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act is effective for tax years beginning on or after January 1, 2018, except for certain provisions, and resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. Among other provisions, the Tax Reform Act reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. The Company completed the accounting for the effects of the Tax Reform Act during the year ended September 30, 2025. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet.
The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over a life of five years.
Long-Lived Assets
The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented.
ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
During the year ended September 30, 2025, the Company issued an aggregate of shares of the Company’s common stock.
During the year ended September 30, 2025, the Company issued shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company’s common stock on each respective grant date, aggregated $390,819.
During the year ended September 30, 2024, the Company issued shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company’s common stock on each respective grant date, aggregated $296,675.
Total stock-based compensation expense was $ and $ for the years ended September 30, 2025 and 2024, respectively.
F-11
The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses during the years ended September 30, 2025 and 2024.
For the years ended September 30, 2025 and 2024, respectively, the following common stock equivalents were potentially dilutive.
| Schedule of basic and diluted net loss per common share | ||||||||
| Years ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| (Shares) | (Shares) | |||||||
| Convertible notes payable | ||||||||
Foreign Currency
The functional currency of the Company’s foreign subsidiaries are 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 was $
Accumulated
other comprehensive income was $
Assets and liabilities are translated into USD utilizing currency exchange rates as published by WM/Reuters WM/Refinitiv FX Benchmark Rates | Refinitiv. Income and expense items are translated at average exchange rates prevailing during the period. The resulting translation adjustments are recorded as a component of shareholders’ deficiency. Gains and losses from foreign currency transactions are included in earnings in the period of settlement.
| Schedule of foreign currency | ||||||||
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Spot AUD: USD exchange rate | $ | $ | ||||||
| Average AUD: USD exchange rate | $ | $ | ||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
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.
Recent Accounting Pronouncements
Management does not believe that any recently issued but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
Recently Adopted Accounting Standards
Effective for the fiscal year ended September 30, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. See Segment Reporting.
Segment Reporting
Effective for the fiscal year ended September 30, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an enterprise about which separate financial information is available and are evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”), in order to assess performance and allocate resources. The Company has identified its Chief Executive Officer as the CODM.
The CODM evaluates the Company’s financial results and allocates resources on a consolidated basis. Based on this evaluation, the Company has determined that it operates as a single operating and reportable segment.
Although the Company has identified geographic regions for purposes of internal review and future revenue analysis, the Company and its subsidiaries have not generated any revenues to date. Accordingly, no geographic revenue information has been presented for the fiscal year ended September 30, 2025.
The Company’s assets are located in multiple jurisdictions and are managed on a consolidated basis. Because the Company operates as a single operating unit and has not generated revenues to date, management believes that presenting additional geographic asset information would not be meaningful. The Company will reassess its segment and geographic reporting disclosures as operations expand and revenues are generated.
In accordance with ASC 280, the Company provides the following segment information:
| Schedule of segment information | ||||
| Year Ended 2025 | ||||
| Revenue | $ | |||
| Total Operating Expenses | ||||
| Loss From Operations | ( | ) | ||
| Total Other Income (Expense) | ( | ) | ||
| Net Income (Loss) | ( | ) | ||
| Net Loss Attributed to Non-Controlling Interest | ||||
| Other Comprehensive Income | ||||
| Net Comprehensive Loss | $ | ( | ) | |
F-12
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment as of September 30, 2025 and 2024 are summarized as follows:
| Schedule of property and equipment | ||||||||
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Laboratory and factory equipment | $ | $ | ||||||
| Computers | ||||||||
| Furniture and fixtures | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Net property and equipment | $ | $ | ||||||
Depreciation
expense for the years ended September 30, 2025 and 2024 were $
NOTE 4 – OTHER ASSETS
Other assets consist of the following:
| Schedule of other assets | ||||||||
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Security deposit – rental bond (Melbourne, Australia) | $ | $ | ||||||
| Deferred offering costs | ||||||||
| 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 September 30, 2025, 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.
NOTE 5 – NOTES PAYABLE
The Company’s material future contractual obligations by fiscal years as of September 30, 2025 and 2024 were as follows:
| Schedule of notes payable | ||||||||
| Description | September 30, 2025 | September 30, 2024 | ||||||
| Convertible notes payable, net of discount $ | $ | $ | ||||||
| Convertible notes payable – related party, net of discount $ | ||||||||
| Notes Payable – $ | $ | $ | ||||||
| Notes Payable – Related Parties | $ | $ | ||||||
F-13
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 $
On
January 21, 2025, the Company issued a convertible secured note payable of $
On
February 26, 2025, the Company issued a convertible secured note payable of $
On
February 26, 2025, the Company issued a convertible secured note payable of $
F-14
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 $
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 an officer of the
Company. The note carries an aggregate principal balance of $
F-15
During
the quarter ended June 30, 2025, the Company entered into an agreement to issue a convertible note payable with an officer of the Company.
The note carries an aggregate principal balance of $
During
the quarter ended September 30, 2025, the Company entered into an agreement to issue a convertible note payable with an officer 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 $
Related Party Loans
On
February 28, 2023, the Company entered into a Promissory Loan Note with MI Labs Pty Ltd, in the amount of $
During
July 2023, MI Labs Pty Ltd loaned Ausquartz Sands Pty Ltd $
On
December 5, 2022, the Company entered into a Promissory Loan Note with Mr. Andrew Liang, in the amount of $
During
the year ended September 30, 2020 a Company Advisor, A. Liang, loaned the Company $
F-16
NOTE 6 – STOCKHOLDERS’ EQUITY
Preferred Stock
preferred shares have been designated by the Company as of September 30, 2025 and 2024.
Common Stock
new common shares were issued during the year ended September 30, 2025. The Company has a total of shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at September 30, 2025.
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 STR Ventures 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 STR Ventures 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 $
F-17
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 $
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 $
On January
21, 2025, 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 February
26, 2025, 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 February
26, 2025, 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 $
Pursuant
to the terms of a consulting agreement, the Company issued shares of common stock to Mr. David Halstead 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. Yan Zhou as compensation for services
rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $
On April
10, 2025, 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 June
11, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $
On June
13, 2025, the Company completed a share purchase with a shareholder for shares of common stock. The shares were issued for
cash at a purchase price of $0.01 per share. The shares were valued at a fair value of $
On June
26, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $
F-18
On July
1, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $
On July 1, 2025,
the Company issued shares of common stock to Mr. Jason May as compensation for board director services rendered during the fiscal
year ended September 30, 2025. The shares were valued at a fair value of $
On July 1, 2025,
the Company issued shares of common stock to Mr. David Halstead as compensation for board director services rendered during the
fiscal year ended September 30, 2025. The shares were valued at a fair value of $
On July 1, 2025,
the Company issued shares of common stock to Mr. Jeffrey Freedman as compensation for board director services rendered during
the fiscal year ended September 30, 2025. The shares were valued at a fair value of $
On July 1, 2025,
the Company issued shares of common stock to Mr. Andrew Liang as compensation for board director services rendered during the
fiscal year ended September 30, 2025. The shares were valued at a fair value of $
On July 1, 2025,
the Company issued shares of common stock to Mr. Charles Wantrup as compensation for board director services rendered during
the fiscal year ended 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 Brookside Communications 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. Ilgar Isayev 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. Stephen Barnett 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 STR Ventures 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. Peter Rocha 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 $
F-19
On
August 11, 2025, 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
August 13, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and certain investors, the Company issued shares of its common stock to such investors. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
During
the year ended September 30, 2025, the Company issued shares of the Company’s common stock to members of the Board of
Directors, employees, and consultants. The fair value of the shares, as determined by reference market price of the Company’s common
stock on each grant date, aggregated $
Total stock-based compensation expense was $ for the year ended September 30, 2025.
Non-Controlling Interest
Wafer
Manufacturing Corporation (“WMC”) is a consolidated joint venture in which the Company holds a
For the
year ended September 30, 2025, the Company recorded a gain of $
During the fiscal
year, the Company sold shares of its subsidiary, The Quartz & Silicon Materials Company Pty Ltd. (“QSM/AU”), resulting
in the purchase of
NOTE 7 – RELATED PARTY
Due to related party
MI Labs
Pty Ltd, a management company controlled by Mr. Jason May, the Company’s Chief Executive Officer and a Company Director, provides
management services to the Company for which the Company is charged $
Russell
Krause, the Chief Executive Officer for Ausquartz Group Holdings Pty Ltd, provides management services to the Company for which the Company
was charged $
Peter
Rocha, the Chief Executive Officer for The Quartz & Silicon Materials Company Limited, provides management 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 $
F-20
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 $
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 $
Pagemark Limited, a management company controlled by Mr. David Halstead, a Company Director, entered into a convertible note agreement with the Company – see NOTE 5.
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 5.
STR
Ventures is considered a related party of the Company due to its ownership of more than
On
June 27, 2024, the Company sold US Thin-Films Corporation, a wholly owned subsidiary, to Thin Film Technologies Ltd., a company controlled
by Mr. David Halstead, a Company Director, for $
As
of September 30, 2025 and 2024, due to related parties was $
Stock-Based Compensation
During the years ended September 30, 2025 and 2024, stock-based compensation expense relating to directors, officers, affiliates and related parties was $ ( shares) and $ ( shares), respectively.
Related Party Acquisition
On July 28, 2024, the Company acquired Ausquartz Group Holdings Pty Ltd, an entity controlled by Mr. Jason May, who is a related party. The acquisition was approved by the Company’s Board of Directors, with any related parties recused from the approval process.
Further details regarding the acquisition are provided in NOTE 11.
NOTE 8 – INCOME TAXES
Graphene & Solar Technologies Limited (the “Company”) was incorporated in 2010 and initially operated exclusively in the United States. In 2017, the Company expanded internationally and now conducts operations through subsidiaries in multiple foreign jurisdictions.
The Company is subject to income taxation in the following jurisdictions:
- United States
- New Zealand
- Australia
F-21
Each subsidiary files income tax returns in its respective jurisdiction.
The Company accounts for income taxes under ASC 740, Income Taxes, using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates expected to apply when the differences reverse. A valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized.
For the year
ended September 30, 2025, consolidated net loss was $
Loss Before Income Taxes by Jurisdiction
| Schedule of loss before income taxes by jurisdiction | ||||||||
| Year Ended September 30 | 2025 | 2024 | ||||||
| United States | ( | ) | ( | ) | ||||
| New Zealand | ( | ) | ( | ) | ||||
| Australia | ( | ) | ||||||
| Total Loss Before Income Taxes | ( | ) | ( | ) | ||||
Income Tax Provision — Year Ended September 30, 2025
| Schedule of income tax provision | ||||||||||||||||
| U.S. | NZ | AU | Total | |||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Statutory tax rate (%) | ||||||||||||||||
| Tax benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Valuation allowance | ||||||||||||||||
| Income tax expense (benefit) | ||||||||||||||||
Income Tax Provision — Year Ended September 30, 2024
| U.S. | NZ | AU | Total | |||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Statutory tax rate (%) | ||||||||||||||||
| Tax benefit | ( | ) | ( | ) | ( | ) | ||||||||||
| Valuation allowance | ||||||||||||||||
| Income tax expense (benefit) | ||||||||||||||||
Because the Company has incurred cumulative losses in all jurisdictions, management has determined that it is more likely than not that deferred tax assets will not be realized. Accordingly, a full valuation allowance has been recorded for all periods presented.
Deferred Tax Assets
Deferred tax assets consist primarily of net operating loss (“NOL”) carryforwards.
Net Operating Loss Carryforwards
At September 30, 2025 and 2024, NOL carryforwards were as follows:
| Schedule of NOL carryforwards | ||||||||
| Jurisdiction | 2025 | 2024 | ||||||
| United States | ||||||||
| New Zealand | ||||||||
| Australia | ||||||||
| Total | ||||||||
U.S. NOLs generated prior to July 31, 2018 may be carried forward for twenty years. U.S. NOLs generated after that date may be carried forward indefinitely, subject to annual utilization limitations.
New Zealand and Australia NOLs may be carried forward indefinitely, subject to continuity of ownership and other statutory requirements.
F-22
Deferred Tax Assets and Valuation Allowance — September 30, 2025
| Schedule of deferred tax assets and valuation allowance | ||||||||||||
| Jurisdiction | Deferred Tax Assets | Valuation Allowance | Net Deferred Tax Asset | |||||||||
| United States | ( | ) | ||||||||||
| New Zealand | ( | ) | ||||||||||
| Australia | ( | ) | ||||||||||
| Total | ( | ) | ||||||||||
Deferred Tax Assets and Valuation Allowance — September 30, 2024
| Jurisdiction | Deferred Tax Assets | Valuation Allowance | Net Deferred Tax Asset | |||||||||
| United States | ( | ) | ||||||||||
| New Zealand | ( | ) | ||||||||||
| Australia | ||||||||||||
| Total | ( | ) | ||||||||||
The increase in deferred tax assets during 2025 is primarily attributable to current year operating losses in the United States and Australia.
Tax Reform
The U.S. Tax
Cuts and Jobs Act reduced the federal corporate income tax rate from
NOTE 9 – SALE OF US THIN-FILMS CORPORATION
On
June 27, 2024, the Company sold its wholly owned subsidiary, US Thin-Films Corporation, to Thin Film Technologies Ltd., a company controlled
by Mr. David Halstead, a director of the Company, for a total consideration of $
At
the time of the sale, the subsidiary had a net liability position of $
The
disposal resulted in a gain of $
As a result of the sale, the operations of US Thin-Films Corporation have been reported as discontinued operations for all periods presented in the consolidated statements of operations. The income and expenses of US Thin-Films Corporation have been removed from continuing operations and presented separately as a single line item titled “Loss from discontinued operations” for both the current and prior periods.
As of
September 30, 2025, the net loss from discontinued operations totaled $
F-23
NOTE 10 – 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 $
As
of September 30, 2025, 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:
| Schedule of future minimum payments | |||
| In USD | |||
| 2025 | $ | $ | |
| 2026 | |||
| 2027 | |||
| Total operating lease liabilities | $ | $ | |
Rent
expense for the years ended September 30, 2025 and 2024 was $
Finance Leases
As of September 30, 2025 and September 30, 2024, the Company had no finance leases.
NOTE 11 – ACQUISITION OF AUSQUARTZ GROUP HOLDINGS PTY LTD
On
July 28, 2024, the Company entered into a Share Sale and Purchase Agreement with Henosis Limited (“the Seller”), pursuant
to which the Company acquired
The
transaction was completed through the issuance of shares of the Company’s common stock (the “Consideration Shares”)
to the Seller. The fair market value of the shares issued was $
F-24
Net Liability Acquired is as follows:
| Schedule of net liability acquired | ||||
| Cash & Bank | $ | |||
| Other Receivable | $ | |||
| Fixed Assets | $ | |||
| Total Assets | $ | |||
| Current Liabilities | $ | |||
| Other Payables | ||||
| Total Current Liabilities | $ | |||
| Non-current Liabilities | $ | |||
| Total Liabilities | $ | |||
| Net Liability Acquired | $ |
The Seller, Henosis Limited, is an entity associated with Mr. Jason May, making this a related party transaction under SEC rules. Due to the related party nature of the transaction and its classification as a business collaboration, the Company did not record a step-up in basis for the acquired assets and liabilities. The net assets of Ausquartz were recorded at the historical carrying value on the Seller’s books.
The acquisition of Ausquartz aligns with the Company’s long-term strategy to vertically integrate its supply chain for silicon wafer production. High purity quartz is a critical input in the manufacturing of silicon wafers, and global supply of the material is highly constrained. The addition of Ausquartz is expected to enhance the Company’s control over key raw materials necessary for semiconductor and solar-related applications.
Pro forma results for Graphene & Solar Technologies Limited, giving effect to the Ausquartz acquisition
The following pro forma financial information presents the combined results of operations of Ausquartz and the Company for the years ended September 30, 2024 and 2023. The pro forma financial information presents the results as if the acquisition had occurred as of the beginning of fiscal years 2024 and 2023.
Pro forma financial information is present for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of fiscal year 2024.
| Schedule of pro forma financial information | ||||||||
| September 30, | September 30, | |||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Operating Expenses | $ | $ | ||||||
| Other Income (Expense) | $ | $ | ( | ) | ||||
| Net Loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
| Net loss attributed to non-controlling interest | $ | $ | ||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||
| Other Comprehensive Income | $ | ( | ) | $ | ||||
| Net Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
NOTE 12 – OTHER RECEIVABLE
As
of September 30, 2025, the balance of Other Receivables includes $
F-25
During
the 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 year ended September 30, 2025, the Company collected $
NOTE 13 – OTHER INCOME
For
the year ended September 30, 2024, the Company recognized $
NOTE 14 – SUBSEQUENT EVENTS
Subsequent to September 30, 2025, the Company:
Mr. Jason May was granted shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued.
Mr. Peter Rocha was granted shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued.
Mr. Paul Saffron was granted shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued.
Ms. Kristi Steele was granted shares per annum, per the terms of her consulting agreement. As of this filing date, the shares have been approved but remain unissued.
Mr. David Hare was granted shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued.
Mr. Andrew Hamilton was granted shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued.
Ms. Kristine Woo was granted shares per annum, per the terms of her consulting agreement. As of this filing date, the shares have been approved but remain unissued.
Mr. Anthony Leigh was granted shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued.
Mr. Ilgar Isayev was granted shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued.
Mr. Steve Barnett was granted shares per annum, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued.
On
October 22, 2025, the Company entered into a Promissory Loan Note with Parallel40 LLC, in the amount of $
On
October 22, 2025, the Company entered into a Promissory Loan Note with Corbin Hare, in the amount of $
On October 22, 2025, Parallel40 LLC was approved to receive shares as compensation for fundraising services. As of this filing date, the shares have been approved but remain unissued.
On November 19, 2025, Sativus Investments entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company is obligated to issue shares. As of this filing date, the shares remain unissued.
Stuart Allen was granted shares, per the terms of his consulting agreement. As of this filing date, the shares have been approved but remain unissued.
The Company has evaluated events occurring subsequent to September 30, 2025 through to the date these financial statements were issued and has identified no additional events requiring disclosure.
F-26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There are no changes in nor disagreements with accountants on accounting and financial disclosure. Effective for May 7, 2020, the firm of M&K CPAS PLLC was engaged to serve as the new principal accountant to audit our financial statements. The decision to retain this accountant for the years ended Sept 30, 2025 and 2024 was approved by our board of directors.
ITEM 9A. 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, 2025 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, 2025 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, 2025 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
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, 2025.
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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 fourth 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.
ITEM 9B. OTHER INFORMATION.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our officers and directors are listed below. Our directors are generally elected at our annual shareholders’ meeting and hold office until the next annual shareholders’ meeting, or until their successors are elected and qualified. The executive officers are elected by the directors and serve at their discretion.
| Name | Age | Position | ||||
| Jason May | 53 | Chief Executive Officer; Director | ||||
| David A.B. Halstead | 79 | Chief Financial Officer; Director | ||||
| Russell Krause | 67 | Chief Executive Officer/Ausquartz | ||||
| Peter Rocha | 53 | Chief Executive Officer/QSM | ||||
| Paul Saffron | 58 | Chief Operations Officer | ||||
| Andrew Hamilton | 51 | Chief Operations Officer/Australia | ||||
| Kristi Steele | 47 | Chief Sustainability Officer | ||||
| David Hare | 48 | Chief Strategy Officer | ||||
| Andrew Y. Liang | 65 | Director | ||||
| Jeffrey Freedman | 79 | Director | ||||
| Charles Wantrup | 79 | Director | ||||
Jason May.
Jason is an experienced C-Level executive with a strong technical and business skillset. He possesses excellent communication skills and deep experience of complex technical project management. Jason has spent the past 15 years working on mineral projects for the cleantech supply chain from identification to development to production.
Experience includes lecturing in Communications & Electronics Engineering at RMIT University (software, hardware, networking, security), developing remote power meter readers, embedded electricity networks, numerous software and hardware development projects, wireless communications systems and numerous mining and mineral processing projects.
Jason has worked extensively in the high purity industrial minerals sector, particularly the raw material supply chain for solar and semiconductor manufacturing. Jason is an expert in high purity quartz purification. More recently Jason has been developing a process and pilot plant to extract pharmaceutical grade minerals form waste biomass.
He has direct hands-on experience of designing and building high temperature furnaces, gas diffusion systems, chemical reactors, quality systems (GMP, HACCP), regulatory approvals, health & safety systems, product development, business development, strategy, financial modelling, technical sales in China, Japan, Germany, USA and South Korea. With an extensive network of cleantech industry contacts and market knowledge Jason has an excellent technical and business background to the Company.
Mr. May graduated from RMIT University, Melbourne, Australia (1999) with a Bachelor of Engineering, Electrical, Electronics and Communications Engineering.
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David A. B. Halstead.
Mr. Halstead has been a director since July 1, 2017. He has a wide range of corporate, secretarial and trusts experience, in both offshore and onshore companies. In 1973 he became a partner in a local chartered accounting firm and in 1984 a principal in the Hong Kong office of Coopers & Lybrand (now PWC), specializing in international corporate and secretarial services, and offshore tax structures. Upon his return to Auckland, New Zealand in 1994, Mr. Halstead established and operated, several integrated medical centers, a surgical hospital in Auckland and a “state of the art” diagnostic center. He then spent three years working with World Vision fund raising for its micro finance arm “Vision Fund” involved with the capitalization and establishment of Vision Fund Cambodia. Reflecting his interest in health care delivery, in 2003 to this day, Mr. Halstead became, and is a Trustee of the New Zealand based international medical aid charity, Medical Aid Abroad.
Since 2006, Mr. Halstead has acted as a director, company secretary and treasurer for a group of international clients. Contemporaneously he established and operated, until recently, a unique world-first web based joint venture service for the New Zealand Government processing immigration medicals online in a secure platform through a company called NZimed Limited. Mr. Halstead is a director of an immigration sector “lead generation” company, Leadgen Matrix Ltd, Business Epic Ltd, a company focused on assisting baby boomer SME owner operators maximize their business exit strategies and value, and Asia Capital (China) Ltd, a NZ registered Financial Services Provider facilitating investment into Australia and New Zealand. He is a director of several Hong Kong and Singapore companies as well as other New Zealand entities.
Mr. Halstead was educated at Kings College, Auckland, the son of a former New Zealand Cabinet Minister and diplomat. He is a graduate of the University of Auckland with a Bachelor of Commerce and further qualifications in accounting and taxation.
Russell Krause.
Russell is an experienced investment banker and mining manager with excellent communication and business skills. His business career has extended over 35 years where he has worked on projects in Australia, New Zealand, North America, South America, Southeast Asia and Africa. Russell’s investment banking career commencing with Ord Minnet Securities and he has worked at Director level with organizations such as Bankers Trust, ANZ Securities and HPJDV and has been directly responsible for the corporate finance divisions and their staff. Russell is currently a Responsible Manager on the Novus Capital Limited, Australian Financial Services Licence No. 238168.
Russell has worked extensively in the Resources space and has held roles of Chairman, Director and Chief Executive Officer of various ASX listed and private resource companies and has significant experience in exploration, mining and production, processing and commodity sales. He has worked and overseen multiple companies in various commodities over the course of his career. Russell first worked with high purity quartz for the solar and semiconductor markets in 2011 until 2015, which is where he first worked with Jason May.
Russell has considerable experience with compliance and reporting as well as workplace health and safety procedures. He has also been Lead Lecturer or various subjects for the then Securities Industry of Australia courses.
Russell attended the Anglican Church Grammar School in Brisbane, Queensland and then studied a Bachelor of Law at Queensland University of Technology. He also holds an AFMA Diploma in Financial Markets.
Peter Rocha.
Pete Rocha is CEO of The Quartz & Silicon Materials, Americas. Pete has spent his 25+-year career building new teams, developing partnerships, and growing businesses, including the past 15 years in climate technology. His work spans a variety of cleantech commercialization technologies and companies. Pete founded the Clean Hydrogen practice at LEC Partners, a boutique consultancy focused on providing client solutions for the energy transition. He previously co-founded Hydrogen Works, a technology development company focused on developing next-generation reversible solid oxide cells and their commercial applications. Additionally, he spent eight years in Business and Corporate Development at Chevron-Renewable Energy Group (REG), North America’s largest producer of biomass-based diesel. At REG, he led a diverse portfolio of projects including feedstock diversification, due diligence of fuel production assets, and acquisition of distribution infrastructure assets. He has also been a Board Member and Strategic Advisor for numerous organizations.
He holds a Bachelor of Arts from Cornell University and an MBA from the University of Chicago’s Booth School of Business, with a concentration in Finance. Pete is a Colonel (Retired) in the US Army Reserves, with a distinguished 30-year national security career spanning multiple leadership roles at the tactical, operational, and strategic levels. He is currently an adjunct professor at the United States Army War College where he teaches courses on Energy Security and Strategic Leadership.
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Paul Saffron.
Mr. Saffron has been a vital member of GSTX Group since late 2023. He brings over 30 years of senior executive and leadership roles across numerous business sectors, including Real Estate, Equities and Risk Management, Natural Resources and Public Utilities. As President and COO of Graphene and Solar Technologies Limited (“GSTX”), Mr. Saffron is accountable for the development and execution of corporate strategy, specific project planning from project engagement to delivery, full operation and or transactional conclusion.
Originally from Australia, Mr. Saffron has truly global experience in property trading, development and raising capital, with substantial work experience in Australia, Asia, the Americas and numerous European nations. His vast experience has been gained in working collaboratively at the C-Suite and senior executive levels of small to large organizations; developing and achieving business specific strategic and portfolio initiatives. The diverse scope of this experience is best exampled in the project that necessitated Mr. Saffron’s relocation from Australia to America in December 1998 to lead the adaption and release of an insurance risk product for initial distribution in the US in advance of developing a licensing strategy and product reconfiguration plan for follow up European market partnerships.
As President of the facilitating company, Mr. Saffron was required to transact and manage relationships at top global risk carriers on 3 continents, one that was proven successful on account an innovative licensing approach that satisfied all the requirements of the lead Reinsurance carrier whilst also delivering a structure universally recognized as a “business in a box” for end users that quickly embraced simplicities that are traditionally absent from the global insurance industry.
In his role as COO of GSTX, Mr. Saffron draws on over 30 years of experience in Consulting, Marketing and Trading, as well as, more than 20 years in international finance, specifically in the arenas of risk management, portfolio management and marketing. He is well versed in all phases of project planning, finance & asset management, with a diverse skill set equally valued in existing or ‘start-up’ companies, he is an invaluable Business Administration asset for any and all new projects taken on by GSTX.
Mr. Saffron graduated from University of Technology, Sydney, Australia (1990) with a BA in Economics.
Andrew Hamilton.
Mr. Hamilton is a result-orientated experienced business development and marketing professional and senior executive with over 20 years’ experience in the finance and resource sectors. This experience incorporates project management, marketing, communications, mining and exploration, logistics, foreign exchange and private banking.
His key areas of expertise include business development, financial management, strong negotiating skills, strategy and planning, team and general management, exploration and tenement management, logistics and shipping, minesite operational support, mining procurement and contracts management.
He has a wide range of general business, marketing and communication skills with strong strategic planning, project management and business development and sales skills. He has the ability to build and maintain professional relationships at board level, senior management, staff and supplier level, with a proactive ‘can-do’ approach and is able to liaise, influence and challenge effectively.
Mr. Hamilton graduated from Swineburne University of Technology, Melbourne, Australia (1999) with a BA in Business and Marketing Economics.
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Kristi Steele.
Ms. Steele has worked in the fair-trade sector with anti-trafficking organizations and product development assisting in lower income and impoverished communities to craft and create fair wage and fair work for a more sustainable life.
Understanding the power of education in these communities and the transformative way it changes lives, she works in the higher education sector assisting students all around the world with the college search and admission process to better educate and provide opportunities for students and families globally.
Ms. Steele graduated from Samford University (2000) with a Bachelor of Arts in Congregational Studies and a Master’s Degree in Educational/Instructional Media Design.
David Hare.
Mr. Hare has had an extensive professional background from award-winning photography and tech solutions to impactful business development for anti-trafficking communities in Southeast Asia. He specializes in product development, marketing, tech, innovation, digital course expertise, and not for profit Charity structure, organization, and management.
His experience includes creating organizational structures for small businesses, product management and marketing. Digital product solutions, digital course, products, and marketing and digital strategies within the nonprofit and for-profit sector. David product development work and goals include business and sustainable environmental solutions for clients and organizations.
Mr. Hare graduated from The University of Auckland (2019) with a Master of Arts in Public Policy Analysis.
Andrew Y. Liang.
Dr. Andrew Liang, PhD. is an established academic with a B.Sc. in Mechanical Engineering from China and a Ph.D. in Agricultural Engineering from the University of Newcastle Upon Tyne. He studied for his MBA at Monash University. He lectured in Soil Mechanics at the China Agricultural University and Politics and at the University of Newcastle Upon Tyne.
Andrew has an extensive corporate track record in executive level management. He has led and expanded high-growth business ventures, established and managed manufacturing facilities, developed successful teams, and built highly professional and diverse work environments.
Throughout Andrew’s career, he has demonstrated his ability to formulate and capitalize on key opportunities. His career started in management consulting for the Danish multinational group, the East Asiatic Company (EAC), where he led their business development in China. He pioneered, facilitated, and negotiated multiple EAC investment projects in China, including securing Chinese state enterprise investment in the Australian wool industry. Following this success, Andrew was appointed Deputy Managing Director of Bloch & Behrens, EAC’s Australian subsidiary.
Most recently, Andrew established and managed the production facility of Michell Wool, in China. Andrew successfully navigated complex manufacturing processes, strict environmental regulations and challenging local industrial laws, resulting in a world-class production facility running to an Australian standard.
Andrew has extensive business growth and management expertise in the Asia Pacific region, including South Korea, South-East Asia and the Pacific Islands. He spent over a decade as an Asia Regional General Manager for Ballantyne Foods, a leading Australian dairy food company in the global market for fine foods. He was also the General Manager of Asia Pacific for EKF Diagnostic plc, a global medical diagnostics company based in the UK.
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Andrew spent four years driving high business growth and optimising distribution networks for Coloplast A/S, a Danish multinational company that develops, manufactures, and markets medical devices and services related to ostomy, urology, continence, and wound care. In this role, he transformed the China subsidiary from a manufacturing hub to one of the largest revenue-generating subsidiaries of the Coloplast group, which subsequently became Coloplast’s Asia Pacific headquarters.
Andrew’s extensive global experience in establishing and growing new companies and production facilities is of considerable value to GSTX. He is excited to bring his leadership experience, business acumen and analytical management style to develop the strategic direction and future of the GSTX group.
Jeffrey Freedman.
Mr. Freedman has a professional history spanning over 35 years, predominantly in the Energy and Oilfield services industries and has held various executive level and finance positions and Board Directorships in companies in these sectors. These have included Financial Executive and Capital Markets Consultant at EcoStim Energy Solutions, Inc.; CEO and CFO at Petro River Oil Corp f/k/a Gravis Oil Corporation; Executive Vice President, Corporate Development and Board Member at Allis-Chalmers Energy, Inc.; Managing Director, Oilfield Service and Equipment at Prudential Securities and Managing Director, Oilfield Service and Equipment at Smith Barney.
Jeffrey holds an MBA Finance and Investments from New York University, Stern School of Business and BSBA-Finance from Babson College.
Charles Wantrup.
Mr. Charles Wantrup has been practicing exclusively as a commercial solicitor for over 35 years and heads his Law practice Wantrup and Associates. He has extensive experience in funding and financing, taxation law and practice, intellectual property law, industrial relations, international trade, and investment and in corporations’ law, capital raising and mergers and acquisitions. A key aspect of his approach to providing services is his concentration on structuring business enterprises. This involves an understanding of corporations and international corporate business structures. He has been closely associated providing significant advice to GSTX for the past 12 years.
He has pioneering experience in the establishment and structuring of high technology companies, mining joint ventures and venture capital funds. Specialist in international taxation with over 35 years’ experience in practice. Daily reviews of taxation changes throughout the world, especially USA, Europe, and Asia generally (including China and India). Involved in advice (and currently litigation) in BEPS areas including transfer pricing and territorially distributed business structures.
Charles’s firms’ international network includes overseas consultants and advisers, Banking and Finance Institutions, Custodial Agents, Offshore Corporate Secretaries and Directors, Insurance Companies and Venture Capitalists. They have presences in New Zealand, Europe, Canada, the United Kingdom, and the United States.
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ITEM 11. EXECUTIVE COMPENSATION
The following discussion and tables set forth the compensation for the fiscal years ended September 30, 2025, and September 30, 2024, of our principal executive officer, our principal financial officer, and any other executive officers whose total compensation exceeded $100,000 (collectively, the "named executive officers" or "NEOs").
During fiscal year 2025, no cash compensation was paid to our named executive officers. However, the Company has recorded accruals for salary owed. In addition, our named executive officers received equity-based compensation during the fiscal year.
| Name and Principal Position | Fiscal Year | Salary | Stock Awards (1) | Other Compensation (2) | Total | |||||||||||||||
| Jason May | 2025 | $0 (3) | $ | 35,600 | — | $ | 35,600 | |||||||||||||
| Chief Executive Officer and Director | 2024 | $0 (3) | $ | 14,800 | — | $ | 14,800 | |||||||||||||
| David Halstead | 2025 | $0 (3) | $ | 30,100 | — | $ | 30,100 | |||||||||||||
| Chief Financial Officer and Director | 2024 | $0 (3) | $ | 3,350 | — | $ | 3,350 | |||||||||||||
| Russell Krause | 2025 | $0 (3) | $ | 41,250 | — | $ | 41,250 | |||||||||||||
| Chief Executive Officer/Ausquartz | 2024 | $0 (3) | — | — | — | |||||||||||||||
| Peter Rocha | 2025 | $0 (3) | $ | 300 | — | $ | 300 | |||||||||||||
| Chief Executive Officer/QSM | 2024 | $0 (3) | — | — | — | |||||||||||||||
| Paul Saffron | 2025 | $0 (3) | $ | 14,200 | — | $ | 14,200 | |||||||||||||
| Chief Operations Officer/USA | 2024 | $0 (3) | $ | 14,800 | — | $ | 14,800 | |||||||||||||
| Andrew Hamilton | 2025 | $0 (3) | $ | 14,200 | — | $ | 14,200 | |||||||||||||
| Chief Operations Officer/Australia | 2024 | $0 (3) | $ | 30,000 | — | $ | 30,000 | |||||||||||||
| Kristi Steele | 2025 | $0 (3) | $ | 7,100 | — | $ | 7,100 | |||||||||||||
| Chief Sustainability Officer | 2024 | $0 (3) | $ | 30,500 | — | $ | 30,500 | |||||||||||||
| David Hare | 2025 | $0 (3) | $ | 7,100 | — | $ | 7,100 | |||||||||||||
| Chief Strategy Officer | 2024 | $0 (3) | $ | 30,500 | — | $ | 30,500 | |||||||||||||
| (1) | The amounts in this column reflect the aggregate grant-date fair value of stock awards granted during the year, computed in accordance with FASB ASC Topic 718. |
| (2) | All other compensation received that could not be properly reported in any other column of the table. |
| (3) | No cash salary was paid in 2025 or 2024. The Company accrued the salaries of the named executive officers, which remain unpaid as of September 30, 2025. |
Salary and Accrued Compensation
No cash salary was paid to the named executive officers in 2025. However, in accordance with their respective compensation arrangements, the Company accrued the following unpaid salaries:
- Peter Rocha (CEO/QSM): $52,083 accrued for 2025
- Paul Saffron (COO/USA): $240,000 accrued for 2025
- Andrew Hamilton (COO/AUS): $240,000 accrued for 2025
- Kristi Steele (CSO): $180,000 accrued for 2025
- David Hare (CSO): $180,000 accrued for 2025
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These amounts are recorded as liabilities on the Company's balance sheet and remain unpaid as of the date of this filing.
Equity Compensation
In 2025, the Company granted restricted stock units (RSUs) to the named executive officers as compensation for services rendered. The fair value of the awards was calculated based on the grant-date fair value in accordance with FASB ASC Topic 718.
- On October 1, 2024, Mr. Jason May received 5,000,000 RSUs valued at $35,500.
- On April 1, 2025, Mr. David Halstead received 10,000,000 RSUs valued at $30,000.
- On December 1, 2024, Mr. Russell Krause received 7,500,000 RSUs valued at $41,250.
- On July 15, 2025, Mr. Peter Rocha received 1,000,000 RSUs valued at $300.
- On October 1, 2024, Mr. Paul Saffron received 2,000,000 RSUs valued at $14,200.
- On October 1, 2024, Mr. Andrew Hamilton received 2,000,000 RSUs valued at $14,200.
- On October 1, 2024, Ms. Kristi Steele received 1,000,000 RSUs valued at $7,100.
- On October 1, 2024, Mr. David Hare received 1,000,000 RSUs valued at $7,100.
Director Compensation
The following members of our Board of Directors received equity-based compensation during the fiscal year ended September 30, 2025:
- On July 1, 2025, Mr. Jason May received 500,000 RSUs valued at $100.
- On July 1, 2025, Mr. David Halstead received 500,000 RSUs valued at $100.
- On July 1, 2025, Mr. Jeffrey Freedman received 500,000 RSUs valued at $100.
- On July 1, 2025, Mr. Andrew Liang received 500,000 RSUs valued at $100.
- On July 1, 2025, Mr. Charles Wantrup received 500,000 RSUs valued at $100.
Employment Agreements
The Company has consulting agreements with its named executive officers. However, it has agreed to accrue compensation for services performed in their executive roles.
- Jason May (CEO): Compensation accrues at $300,000 annually.
- Russell Krause (CEO/Ausquartz): Compensation accrues at $300,000 annually.
- Peter Rocha (CEO/QSM): Compensation accrues at $250,000 annually.
- Paul Saffron (COO/USA): Compensation accrues at $240,000 annually.
- Andrew Hamilton (COO/AUS): Compensation accrues at $240,000 annually.
- Kristi Steele (CSO): Compensation accrues at $180,000 annually.
- David Hare (CSO): Compensation accrues at $180,000 annually.
Performance bonuses are included in the agreements. These bonuses are payable at the end of the financial year only upon the achievement of business targets.
Compensation Policies and Practices as They Relate to Risk Management
The Company has reviewed its compensation policies and practices and determined that they do not create risks that are reasonably likely to have a material adverse effect on the Company.
Related Party Transactions / Conflicts (Item 402(r))
There were no compensation-related transactions with related parties, and no conflicts of interest were identified with respect to executive or director compensation during the reporting period.
Long-Term Incentive Plans. We do not provide our officers or employees with pension, stock appreciation rights, long-term incentive or other plans.
Employee Pension, Profit Sharing or other Retirement Plans. We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.
Compensation of Directors During Years Ended September 30, 2025 and 2024. During the year ended September 30, 2025, our directors received annual compensation of 500,000 shares. During the year ended September 30, 2024, our directors received annual compensation of 500,000 shares.
Compensation Committee Interlocks and Insider Participation. During the years ended September 30, 2025 and 2024, none of our officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of our directors.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth information regarding the beneficial ownership of our common stock as of September 30, 2025. The table includes (i) each person known by us to beneficially own more than five percent (5%) of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our directors and executive officers as a group. As of September 30, 2025, there were 720,415,693 shares of common stock issued and outstanding.
Beneficial Owners of More Than 5%
| Name of Beneficial Owner | Title / Position | Shares Beneficially Owned (1) |
Percent of Class |
| Henosis Limited | — | 119,505,500 | 16.6% |
| Phoenix Global Holdings Limited | — | 108,681,762 | 15.1% |
| EKH International Co. Limited | — | 50,000,000 | 6.9% |
| STR Ventures | — | 37,171,807 | 5.2% |
| Directors and Named Executive Officers | |||
| Name of Beneficial Owner | Title / Position | Shares Beneficially Owned (1) |
Percent of Class |
| Jason May | Chief Executive Officer, Director | 232,687,262 | 32.3% |
| David Halstead | Chief Financial Officer, Director | 22,547,660 | 3.1% |
| Jeffrey Freedman | Director | 2,100,000 | 0.3% |
| Andrew Liang | Director | 16,509,970 | 2.3% |
| Charles Wantrup | Director | 7,500,000 | 1.0% |
| Russell Krause | Chief Executive Officer, Ausquartz | 30,000,000 | 4.2% |
| Peter Rocha | Chief Executive Officer, The Quartz & Silicon Materials |
1,000,000 | 0.1% |
| Paul Saffron | Chief Operations Officer, USA | 9,000,000 | 1.3% |
| Andrew Hamilton | Chief Operations Officer, Australia | 7,000,000 | 0.1% |
| David Hare | Chief Strategy Officer | 24,500,000 | 3.4% |
| All directors and executive officers as a group (10 persons) | 352,844,892 | 48.1% | |
Footnotes
| (1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes shares of common stock over which the beneficial owner has sole or shared voting or investment power, as well as shares of common stock that the beneficial owner has the right to acquire within 60 days of September 30, 2025, including through the exercise of stock options, warrants, or other rights. |
| (2) | The shares of common stock are held of record by Phoenix Global Holdings Limited and Pegasus Resources Limited, which are owned by the estate of Roger May. Jason May, as the beneficiary of the estate of Roger May and as the person who may be deemed to exercise voting and dispositive power over such shares, may be deemed to be the beneficial owner of such shares. Mr. May disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
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| (3) | Jason May may be deemed to be the beneficial owner of the shares of common stock held of record by Henosis Limited and the MANJI Family Trust as a result of his control of such entities and his exercise of voting and dispositive power over such shares. Mr. May disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| (4) | David Halstead may be deemed to be the beneficial owner of the shares of common stock held of record by Pagemark Investments Limited, NZ Macro Limited and Pagemark Limited as a result of his control of such entities and his exercise of voting and dispositive power over such shares. Mr. Halstead disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| (5) | Andrew Liang may be deemed to be the beneficial owner of the shares of common stock held of record by The Liang Family Trust as a result of his control of such trust and his exercise of voting and dispositive power over such shares. Mr. Liang disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| (6) | Charles Wantrup may be deemed to be the beneficial owner of the shares of common stock held of record by New Technologies Cluster Limited and Paul Krok Limited as a result of his control of such entities and his exercise of voting and dispositive power over such shares. Mr. Wantrup disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| (7) | Russell Krause may be deemed to be the beneficial owner of the shares of common stock held of record by Penause Pty Ltd as a result of his control of such entity and his exercise of voting and dispositive power over such shares. Mr. Krause disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| (8) | Paul Saffron may be deemed to be the beneficial owner of the shares of common stock held of record by Sativus Investments LLC as a result of his control of such entity and his exercise of voting and dispositive power over such shares. Mr. Saffron disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| (9) | Andrew Hamilton may be deemed to be the beneficial owner of the shares of common stock held of record by Haminerals Pty Ltd as a result of his control of such entity and his exercise of voting and dispositive power over such shares. Mr. Hamilton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| (10) | David Hare may be deemed to be the beneficial owner of the shares of common stock held of record by Parallel40 LLC as a result of his control of such entity and his exercise of voting and dispositive power over such shares. Mr. Hare disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
(a) None.
(b) The company considers Messrs. May, Halstead, Liang, Freedman, and Wantrup to be independent directors, as such term is defined by the NASDAQ Rules or Rule 10A-3 of the Exchange Act.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
M&K CPAS PLLC of Houston was engaged to audit our financial statements for the year ended September 30, 2025. The following table shows the fees billed to us for the period presented by M&K CPAS PLLC.
| Year Ended | Year Ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Audit Fees | $ | 37,500 | $ | 47,500 | ||||
| Audit-Related Fees | $ | — | $ | — | ||||
| Tax Fees | $ | — | $ | — | ||||
Audit fees represent amounts billed for professional services rendered for the audit of our annual financial statements and reviews of our quarterly financial statements.
Audit-related fees represent amounts billed for consents related to regulatory filings, audit/review of financial statements included in our registration statements filed with the Securities and Exchange Commission, and consulting related to the implementation of accounting standards.
Tax fees include professional services for tax return preparation and income tax audit support.
The policy of our directors is to pre-approve all audit and non-audit services provided by our independent auditors.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
EXHIBIT INDEX
27
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 24th day of February 2026.
| By: | /s/ JASON MAY | |
| Jason May, Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jason May | CEO & Director | February 24, 2026 | ||
| Jason May | ||||
| /s/ David A.B. Halstead | CFO & Director | February 24, 2026 | ||
| David A.B. Halstead | ||||
| /s/ Andrew Liang | Director | February 24, 2026 | ||
| Andrew Liang |
| /s/ Jeffrey Freedman | Director | February 24, 2026 | ||
| Jeffrey Freedman | ||||
| /s/ Charles Wantrup | Director | February 24, 2026 | ||
| Charles Wantrup |
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EXHIBIT 31
CERTIFICATIONS OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1 – Certification of Chief Executive Officer
(Pursuant to Rule 15d-14(b) of the Securities Exchange Act of 1934)
I, Jason May, certify that:
- I have reviewed this annual report on Form 10-K of Graphene & Solar Technologies Limited;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
- The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 24, 2026
By: /s/ Jason May
Name: Jason May
Title: Chief Executive Officer and Director
Exhibit 31.2 – Certification of Chief Financial Officer
(Pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934)
I, David Halstead, certify that:
- I have reviewed this annual report on Form 10-K of Graphene & Solar Technologies Limited;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
- The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 24, 2026
By: /s/ David Halstead
Name: David Halstead
Title: Chief Financial Officer and Director
EXHIBIT 32
UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1 – Certification of Chief Executive Officer
(Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Annual Report of Graphene & Solar Technologies Limited (the “Company”) on Form 10-K for the fiscal year ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason May, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
- The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
- The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 24, 2026
By: /s/ Jason May
Name: Jason May
Title: Chief Executive Officer and Director
Exhibit 32.2 – Certification of Chief Financial Officer
(Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Annual Report of Graphene & Solar Technologies Limited (the “Company”) on Form 10-K for the fiscal year ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Halstead, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
- The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
- The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 24, 2026
By: /s/ David Halstead
Name: David Halstead
Title: Chief Financial Officer and Director