Graphene & Solar Technologies Ltd 10-Q for FY2026 Q1
Graphene & Solar Technologies Ltd (GSTX)
About this 10-Q
Graphene & Solar Technologies Ltd filed this 10-Q on April 10, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $858.89K
- compared with a net loss of $1.04M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly
period ended
For the transition period from __________ to __________
Commission File Number:
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including Zip Code)
(Issuer’s telephone number, including area code)
(Former name or former address if changed since last report)
Check whether the
issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check
mark whether the registrant has submitted electronically , every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| Emerging growth company |
If
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mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of April 8, 2026, the registrant had outstanding shares of common stock.
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
FORM 10-Q
TABLE OF CONTENTS
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2025 (Unaudited) | September 30, 2025 | |||||||
| 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.
1
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ending December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Operating Expenses: | ||||||||
| Professional fees | ||||||||
| General and administration | ||||||||
| 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 | $ | ( | ) | $ | ( | ) | ||
| 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.
2
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
(Unaudited)
Three Months Ended December 31, 2025 and 2024
| Common Stock | Additional | Stock | Stock | Non-Controlling | Accumulated | Accumulated Comprehensive | Stockholders’ | |||||||||||||||||||||||||||||
| Shares | Amount | Paid-in | Receivable | Payable | Interest | Deficit | Income | Deficit | ||||||||||||||||||||||||||||
| Balance September 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Shares issued for cash | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||||||
| Debt Discount on Notes Payable | — | |||||||||||||||||||||||||||||||||||
| Shares issued for Debt Extinguishment | — | |||||||||||||||||||||||||||||||||||
| Settlement of Related Party Debt | — | |||||||||||||||||||||||||||||||||||
| Sale of Subsidiary Shares | — | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
3
| Common Stock | Additional | Stock | Stock | Non-Controlling | Accumulated | Accumulated Comprehensive | Stockholders’ | |||||||||||||||||||||||||||||
| Shares | Amount | Paid-in | Receivable | Payable | Interest | Deficit | Income | Deficit | ||||||||||||||||||||||||||||
| Balance September 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||
| Debt Discount on Notes Payable | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance December 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| Three-Month Period Ended | ||||||||
| December 31, (Unaudited) | ||||||||
| 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 | ||||||||
| 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 | ||||||||
| Due to Affiliates | ( | ) | ||||||
| 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 | $ | $ | ||||||
| Settlement of Related Party Debt | ||||||||
| Issuance of Common Stock as Debt Discount | ||||||||
| Capitalization of Interest | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
These consolidated financial statements of Graphene & Solar Technologies Limited (GSTX or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with Graphene & Solar’s audited financial statements as of September 30, 2025.
Going Concern
– The Company has incurred cumulative net losses since inception of $
Future issuances of the Company’s equity or debt securities will be required for the Company to finance operations and continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Principles of Consolidation and Basis of Presentation — The consolidated financial statements include the accounts of Graphene & Solar Technologies Limited and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2025.
Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment, and the liquidation of liabilities.
Cash and Cash
Equivalents - Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or
other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date
of such investments. As of December 31, 2025 and September 30, 2025, the Company had $
6
During the quarter ended December 31, 2025, the Company issued shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.
During the quarter ended December 31, 2024, the Company issued shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.
Total stock-based compensation expense was $ and $ for the quarters ended December 31, 2025 and 2024, respectively.
Foreign Currency Translations – The functional currency of the Company’s foreign subsidiary is primarily the respective local currency. Assets and liabilities of the Company’s foreign subsidiary are translated into U.S. Dollars at the year-end exchange rate, and revenues and expenses are translated at average monthly exchange rates. Translation gains and losses are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. All other foreign currency transaction gains and losses are included in other (income) expense, net.
Other comprehensive
income loss was $
Accumulated other
comprehensive income was $
Reclassifications - Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.
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 as of 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.
7
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 quarter ended December 31, 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 | ||||
| Three-Month Period Ended December 31, 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 | $ | ( | ) | |
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 2025 and September 30, 2025 are summarized as follows:
| Schedule of property and equipment | ||||||||
| December 31, | September 30, | |||||||
| 2025 | 2025 | |||||||
| Laboratory and factory equipment | $ | $ | ||||||
| Computers | ||||||||
| Furniture and fixtures | ||||||||
| Less accumulated depreciation | ( |
) | ( |
) | ||||
| Net property and equipment | $ | $ | ||||||
Depreciation expense
for the quarter ended December 31, 2025 and the year-end September 30, 2025 were $
8
NOTE 4 – OTHER ASSETS
Other assets consist of the following:
| Schedule of other assets | ||||||||
| December 31, | September 30, | |||||||
| 2025 | 2025 | |||||||
| 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 December 31, 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 indebtedness as of December 31, 2025 and September 30, 2025 were as follows:
| Schedule of notes payable | ||||||||
| Description | December 31, 2025 | September 30, 2025 | ||||||
| Notes payable – $ | $ | $ | ||||||
| Notes payable – related party | ||||||||
| Convertible notes, net of discount $ | $ | $ | ||||||
| Convertible notes payable – related party, net of discount $ | $ | |||||||
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 $
9
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 $
On October
22, 2025, the Company issued a convertible secured note payable of $
Convertible Notes Payable – Related Party
During the
quarter ended December 31, 2023, the Company entered into an agreement to issue convertible notes payable with an accredited investor.
Notably, there exists a professional relationship between the Company and the investor, facilitated by a mutual director serving on the
boards of both entities. These notes carry an aggregate principal balance of $
10
During the
quarter ended March 31, 2024, the Company entered into an agreement to issue a convertible note payable with a director serving on the
board. The note carries an aggregate principal balance of $
During the
quarter ended June 30, 2024, the Company entered into an agreement to issue a convertible note payable with a director serving on the
board. The note carries an aggregate principal balance of $
During the
quarter ended December 31, 2024, the Company entered into an agreement to issue a convertible note payable with two officers of the Company.
The note carries an aggregate principal balance of $
During the
quarter ended June 30, 2025, the Company entered into an agreement to issue a convertible note payable with two officers of the Company.
The note carries an aggregate principal balance of $
11
During the
quarter ended September 30, 2025, the Company entered into an agreement to issue a convertible note payable with two officers of the
Company. The note carries an aggregate principal balance of $
During the
quarter ended December 31, 2025, the Company entered into an agreement to issue a convertible note payable with two officers of the Company.
The note carries an aggregate principal balance of $
Notes Payable and Other Loans
During 2015
and 2016, the Company executed promissory notes payable with six individuals with an aggregate principal balance of $
On September
11, 2023, Ausquartz Sands Pty Ltd entered into a Loan Agreement with GVB GmbH for $
Related Party Loans
On February
28, 2023, the Company entered into a Promissory Loan Note with MI Labs Pty Ltd, in the amount of US$
During July
2023, MI Labs Pty Ltd loaned Ausquartz Sands Pty Ltd US$
On December
5, 2022, the Company entered into a Promissory Loan Note with Mr. Andrew Liang, in the amount of US$
12
NOTE 6 – RELATED PARTY
MI Labs Pty Ltd,
a management company controlled by Mr. Jason May, the Company’s Chief Executive Officer and a Company Director, provides management
services to the Company for which the Company is charged $
Sativus Investments,
a management company controlled by Mr. Paul Saffron, the Company’s Chief Operations Officer, provides management services to the
Company for which the Company is charged $
Parallel40
LLC, a management company controlled by Ms. Kristi Steele and Mr. David Hare, the Company’s Chief Sustainability Officers, provides
management services to the Company for which the Company was charged $
Russell Krause,
the Chief Executive Officer for Ausquartz Group Holdings Pty Ltd, provides management services to the Company for which the Company was
charged $
Haminerals
Pty Ltd, a management company controlled by Mr. Andrew Hamilton, the Company’s Chief Operations Officer (Australia), provides management
services to the Company for which the Company was charged $
Parallel40 LLC, a management company controlled by Ms. Kristi Steele, a Company Officer, and Mr. David Hare, a Company Officer, entered into a convertible note agreement with the Company – see NOTE 5.
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
During the quarters ended December 31, 2025 and 2024, stock-based compensation expense relating to directors, officers, affiliates and related parties was $ ( shares) and $ ( shares), respectively.
NOTE 7 – STOCKHOLDERS’ EQUITY
There were no common shares issued during the quarter ended December 31, 2025. The Company has a total of shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at December 31, 2025.
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Mr. Jason May as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
13
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Mr. Paul Saffron as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Mr. Russell Krause as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Ms. Kristi Steele as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Mr. David Hare as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Mr. Andrew Hamilton as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Pursuant to the terms of a consulting agreement, the Company granted a total of shares of common stock to Ms. Kristine Woo as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Mr. Anthony Leigh as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Mr. Ilgar Isayev as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Mr. Stephen Barnett as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
As consideration for their fundraising activities and contributions to the Company, the Company granted 8,000,000 shares of common stock to Parallel 40 LLC as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On October 22, 2025,
the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to
issue shares of common stock to the noteholder. The shares were valued at a fair value of $
On October 22, 2025,
the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to
issue shares of common stock to the noteholder. The shares were valued at a fair value of $
On November 19,
2025, the Company entered into a debt conversion agreement with a related party, the Chief Operating Officer, to settle outstanding
obligations totaling $
14
On December 2, 2025,
the Company entered into a loan extension and amendment agreement with an investor. Pursuant to the terms of the agreement, the Company
agreed to issue shares of common stock to the noteholder. The shares were valued at a fair value of $
On December 2, 2025,
the Company entered into a loan extension and amendment agreement with an investor. Pursuant to the terms of the agreement, the Company
agreed to issue shares of common stock to the noteholder. The shares were valued at a fair value of $
On December 3, 2025,
the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $
On December 3, 2025,
the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $
On December 9, 2025,
the Company entered into a debt conversion agreement with a related party, the Chief Operating Officer/Australia, to settle outstanding
obligations totaling $
On December 29, 2025, the Company entered into a share purchase agreement with a shareholder to issue shares of common stock for cash at a purchase price of $ per share. The shares were valued at a fair value of $ based on the market price of $ per share on the date of the purchase agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On December 29, 2025, the Company entered into a share purchase agreement with a shareholder to issue shares of common stock for cash at a purchase price of $ per share. The shares were valued at a fair value of $ based on the market price of $ per share on the date of the agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
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 agreed to issue 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.
15
Non-Controlling Interest
Wafer
Manufacturing Corporation (“WMC”) is a consolidated joint venture in which the Company holds a
For the quarter ended
December 31, 2025, the Company recorded a gain of $
During the quarter
ended December 31, 2025, the Company sold additional shares of its subsidiary, The Quartz & Silicon Materials Company Pty Ltd. (“QSM/AU”),
resulting in third-party investors holding a total of
NOTE 8 – LEASES
The Company
maintains its principal office at 11201 North Tatum Blvd., Suite 300 Phoenix, AZ 85028. The Company moved in November 2023 and its office
is in a shared office space provider, at a cost of $
Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease right of use asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
As part of
the acquisition of Ausquartz Group Holdings Pty Ltd on July 28, 2024, the Company assumed an existing lease for office and warehouse
space located in Melbourne, Australia. The lease commenced on November 1, 2023, with a four-year term and includes annual fixed rent
increases of
The Company
evaluated the lease and determined that it should be classified as an operating lease, as none of the criteria for a finance lease were
met. As of the lease commencement date, the Company recorded a right-of-use (ROU) asset of $
As of December
31, 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:
| In USD | |||
| 2026 | $ | $ | |
| 2027 | |||
| 2028 | |||
| Total operating lease liabilities | $ | $ | |
Rent expense
for the period ended December 31, 2025 and 2024 was $
16
Finance Leases
As of December 31, 2025 and December 31, 2024, the Company had no finance leases.
NOTE 9 – OTHER RECEIVABLE
As of September
30, 2024, the balance of Other Receivables included $
During the 2024 fiscal
year, the Company entered into an arrangement with a third-party financing provider that advanced funds to the Company based on the anticipated
rebate. Upon receipt of the rebate from the Australian Taxation Office in October 2024, the financing provider deducted its fees and
remitted the net proceeds to the Company. During the year ended September 30, 2025, the Company collected $
NOTE 10 – SUBSEQUENT EVENTS
Pursuant to the terms of a consulting agreement executed on January 1, 2026, the Company granted shares of common stock to Mr. Paul Saffron as a sign-on bonus. As of this filing date, these shares have been approved but remain unissued.
Pursuant to the terms of a consulting agreement executed on January 1, 2026, the Company granted shares of common stock to Mr. Danny Kennedy as a sign-on bonus. As of this filing date, these shares have been approved but remain unissued.
Pursuant to the terms of a consulting agreement executed on January 1, 2026, the Company granted shares of common stock to Mr. Victor Pereira as a sign-on bonus. As of this filing date, these shares have been approved but remain unissued.
Pursuant to the terms of a services agreement executed on February 1, 2026, the Company granted shares of common stock to Mr. Arnold Sock. As of this filing date, these shares have been approved but remain unissued.
Pursuant to the terms of a debt conversion agreement, the Company has agreed to issue shares of common stock. As of this filing date, the shares have been approved but remain unissued.
Pursuant to the terms of a debt conversion agreement, the Company has agreed to issue shares of common stock. As of this filing date, the shares have been approved but remain unissued.
Pursuant to the terms of a debt conversion agreement, the Company has agreed to issue shares of common stock. As of this filing date, the shares have been approved but remain unissued.
Pursuant to Share Purchase Agreements entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and certain investors, the Company agreed to issue shares of its common stock to such investors. As of this filing date, these shares have been approved but remain unissued.
Thompson Family Trust was awarded shares as a performance bonus. As of this filing date, the shares have been approved but remain unissued.
Matthew Brown was awarded shares as a performance bonus. As of this filing date, the shares have been approved but remain unissued.
Mark Anderson was awarded shares as a performance bonus. As of this filing date, the shares have been approved but remain unissued.
On January
14, 2026,
On February 25, 2026, shares of common stock were returned from the holder and cancelled.
The Company has evaluated events occurring subsequent to December 31, 2025 through to the date these financial statements were issued and has identified no additional events requiring disclosure.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
FORWARD LOOKING STATEMENTS
The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain a historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our Form 10-K report for the year ended September 30, 2025, filed with the U.S. Securities Exchange Commission (“SEC”) and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements or disclose any difference between our actual results and those reflected in these statements.
Overview
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:
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| · | 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 2024 or 2025, 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
For the fiscal quarters ended December 31, 2025 and 2024, we generated no revenues, and thus no cost of sales or gross profits.
For the fiscal quarters ended December 31, 2025 and 2024, we incurred $759,871 and $965,764, respectively, in operating expenses.
For the fiscal quarter ended December 31, 2025, we recorded other expenses of $102,826, while in the fiscal quarter ended December 31, 2024, we incurred other expenses of $76,853; both items are represented by accrued interest on debt.
For the three-months ended December 31, 2025, we reported net loss before taxes of $687,498 while in the three-months ended December 31, 2024, we reported a net loss before taxes of $940,408.
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For the periods ended December 31, 2025 and September 30, 2025, our cash positions were $78,842 and $57,365, respectively.
As of December 31, 2025, we had total current liabilities of $4,700,487 while as of September 30, 2025, we had total current liabilities of $4,817,878 an decrease of about 2%. Accrued interest payable increased from $248,881 to $271,258 all attributable to accruals on the loans and the convertible notes payable. Related party debt decreased from $1,836,248 to $1,531,763 during the period.
Liquidity and Capital Resources
As of December 31, 2025, we had $90,354 in total current assets and $4,700,487 in total current liabilities. Accordingly, we had a working capital deficit of $4,610,133.
Cash used in operating activities was $107,078 for the three-months ended December 31, 2025, as compared to $99,555 cash used in operating activities for the three-months ended December 31, 2024.
Cash used in investing activities was $13,218 for the three-months ended December 31, 2025, as compared to $0 cash used in investing activities for the three-months ended December 31, 2024.
Net cash provided by financing activities was $272,900 for the three-months ended December 31, 2025, as compared to $199,416 for the three-months ended December 31, 2024.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 1.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 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.
Remediation Efforts
We are in the process of designing and implementing measures to remediate the material weaknesses described above. These measures include, but are not limited to:
- Hiring additional accounting personnel with relevant expertise;
- Implementing enhanced review procedures and formalized documentation controls;
- Establishing more robust segregation of duties within the finance and accounting functions;
- Providing additional training and resources to employees involved in financial reporting.
Management is committed to remediating the identified material weaknesses as quickly and effectively as possible. We will continue to assess the effectiveness of our internal control over financial reporting and will disclose any changes in future filings.
Changes in Internal Control over Financial Reporting
Other than the remediation efforts described above, there were no changes in our internal control over financial reporting that occurred during the first quarter of our fiscal year ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Our business is subject to numerous risks and uncertainties including but not limited to those discussed in “Risk Factors” in our annual report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Please see Note 5 to our Financial Statements.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GRAPHENE & SOLAR TECHNOLOGIES LIMITED | ||
| Date: April 10, 2026 | By: | /s/ Jason May |
| Chief Executive Officer and Director | ||
23
EXHIBIT 31.1
CERTIFICATIONS
I, Jason May, certify that;
| 1. | I have reviewed this quarterly report on Form 10-Q of Graphene & Solar Technologies Limited; |
| 2. | 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 the report; |
| 3. | 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; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-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 |
| 5. | The registrant’s other certifying officer(s) 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: April 10, 2026 | By: | /s/ Jason May |
| Jason May | ||
| Chief Executive Officer and Director |
EXHIBIT 31.2
CERTIFICATIONS
I, David A.B. Halstead, certify that;
| 1. | I have reviewed this quarterly report on Form 10-Q of Graphene & Solar Technologies Limited; |
| 2. | 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 the report; |
| 3. | 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; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-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 |
| 5. | The registrant’s other certifying officer(s) 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: April 10, 2026 | By: | /s/ David Halstead |
| David Halstead | ||
| Chief Financial Officer and Director |
EXHIBIT 32.1
In connection with the Quarterly Report of Graphene & Solar Technologies Limited (the “Company”) on Form 10-Q for the period ending December 31, 2025 as filed with the Securities and Exchange Commission (the “Report”), Jason May, the Chief Executive Officer and Director of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects the financial condition and results of operations of the Company. |
| Date: April 10, 2026 | By: | /s/ Jason May |
| Jason May, | ||
| Chief Executive Officer and Director |
EXHIBIT 32.2
In connection with the Quarterly Report of Graphene & Solar Technologies Limited (the “Company”) on Form 10-Q for the period ending December 31, 2025 as filed with the Securities and Exchange Commission (the “Report”), David A.B. Halstead, the Director and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects the financial condition and results of operations of the Company. |
| Date: April 10, 2026 | By: | /s/ David Halstead |
| David Halstead, | ||
| Chief Financial Officer and Director |