10-Q
Graphene & Solar Technologies Ltd (GSTX)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2024
☐ Transition
Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition
period from __________ to __________
Commission
File Number: 333-174194
| GRAPHENE & SOLAR TECHNOLOGIES LIMITED | |
|---|---|
| (Exact name of registrant<br> as specified in its charter) | |
| colorado | 27-2888719 |
| --- | --- |
| (State or other jurisdiction<br> of incorporation or organization) | (I.R.S. Employer Identification<br> No.) |
11201 North Tatum Blvd., Suite 300
Phoenix,AZ 85028
(Address of principal executive offices, including Zip Code)
(602)
388-8335
(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. Yes ☒ No ☐
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). Yes ☒ No ☐
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<br> filer | ☐ | Accelerated<br> filer | ☐ |
|---|---|---|---|
| Non-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 Exchange Act). Yes ☐ No ☒
As of October 18, 2025, the
registrant had 718,194,059 outstanding shares of common stock.
GRAPHENE
& SOLAR TECHNOLOGIES LIMITED
FORM 10-Q
TABLE OF CONTENTS
| PART I | FINANCIAL INFORMATION | |
|---|---|---|
| Item 1. | Condensed Consolidated Balance Sheets (Unaudited) | 3 |
| Item 2. | Condensed Consolidated Statements of Operations and other comprehensive income (Unaudited) | 4 |
| Item 3. | Condensed Consolidated Statement of Stockholders’<br> Deficiency (Unaudited) Three Months Ended December 31, 2024 and 2023 | 5 |
| Item 4. | Condensed Consolidated Statements of Cash Flows (Unaudited) | 7 |
| Item 5. | Management’s Discussion and Analysis of Financial<br> Condition and Results of Operations. | 17 |
| Item 6. | Controls and Procedures. | 20 |
| PART II OTHER INFORMATION | ||
| Item 1 | Legal Proceedings | 22 |
| Item 1A | Risk Factors | 22 |
| Item 2 | Unregistered Sales of Equity Securities and Use of<br> Proceeds | 22 |
| Item 3 | Defaults on Senior Securities | 22 |
| Item 4 | Mine Safety Disclosures | 22 |
| Item 5 | Other Information | 22 |
| Item 6. | Exhibits. | 22 |
| SIGNATURES | 23 |
GRAPHENE &
SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED
BALANCE SHEETS
(Unaudited)
| September 30, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| Assets | |||||
| Current Assets: | |||||
| Cash | 103,019 | $ | 1,845 | ||
| Prepaid expenses | 10,693 | 11,923 | |||
| Total Current Assets | 113,712 | 13,768 | |||
| Other<br> Assets: | |||||
| Furniture<br> and equipment, net of depreciation 79,059<br> and 88,063 | 23,474 | 26,262 | |||
| Other<br> Receivable | 7,363 | 89,864 | |||
| Other<br> Assets | 164,532 | 16,204 | |||
| Right<br> of Use Asset | 133,622 | 160,615 | |||
| Total<br> Assets | 442,703 | $ | 306,713 | ||
| Liabilities<br> and Stockholders’ Deficit | |||||
| Current Liabilities: | |||||
| Accounts payable and other payable | 1,236,041 | $ | 1,295,394 | ||
| Accrued interest payable | 224,209 | 222,679 | |||
| Due to related party | 1,505,965 | 852,743 | |||
| Lease Liability | 43,740 | 46,968 | |||
| Notes payable – 60,000 in default, at 12/31/24 and 09/30/24 | 297,602 | 324,928 | |||
| Notes payable – related party | 93,605 | 97,395 | |||
| Convertible notes, net of discount 44,772 and 0 | 157,104 | 101,876 | |||
| Convertible notes payable – related party, net of discount 45,760 and 4,083 | 151,917 | 84,426 | |||
| Total Current Liabilities | 3,710,183 | 3,026,409 | |||
| Lease Liability | 93,424 | 117,277 | |||
| Total Liabilities | 3,803,607 | $ | 3,143,686 | ||
| Stockholders’ Deficit | |||||
| Preferred stock: 10,000,000 shares authorized; 0.00001 par value; no shares issued and outstanding | — | — | |||
| Common stock: 800,000,000 shares authorized; 0.00001 par value; 643,233,431 and 569,779,887 shares issued and outstanding | 6,433 | 5,698 | |||
| Additional paid-in capital | 69,185,319 | 68,769,472 | |||
| Stock Receivable | (795,000 | ) | (795,000 | ) | |
| Accumulated deficit | (72,058,142 | ) | (71,015,630 | ) | |
| Accumulated other comprehensive income | 300,776 | 198,672 | |||
| Non-Controlling Interest | (290 | ) | (185 | ) | |
| Total Stockholders’ Deficit | (3,360,904 | ) | (2,836,973 | ) | |
| Total Liabilities and Stockholders’ Deficit | 442,703 | $ | 306,713 |
All values are in US Dollars.
The accompanying
notes are an integral part of these consolidated financial statements.
3
GRAPHENE
& SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ending December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Revenue | $ | — | $ | — | ||
| Operating Expenses: | ||||||
| Professional fees | 945,655 | 292,736 | ||||
| General and administration | 20,109 | 24,226 | ||||
| Total<br> operating expenses | 965,764 | 316,962 | ||||
| Loss<br> from operations | (965,764 | ) | (316,962 | ) | ||
| Other<br> Income (Expense): | ||||||
| Other<br> Income/(Expense) | (57,256 | ) | 8,040 | |||
| Interest<br> expense | (19,597 | ) | (10,029 | ) | ||
| Total<br> Other Income (Expense) | (76,853 | ) | (1,989 | ) | ||
| Net<br> Income (Loss) from continuing operations | $ | (1,042,617 | ) | $ | (318,951 | ) |
| Net<br> Loss from discontinued operations | — | (50,185 | ) | |||
| Net<br> Income (Loss) | $ | (1,042,617 | ) | $ | (369,136 | ) |
| Net<br> Loss attributed to non-controlling interest | 105 | — | ||||
| Net<br> Loss attributed to Graphene & Solar Technologies Ltd. | $ | (1,042,512 | ) | $ | (369,136 | ) |
| Other<br> Comprehensive Income | 102,104 | (109,130 | ) | |||
| Net<br> Comprehensive Loss | $ | (940,408 | ) | $ | (478,266 | ) |
| Net<br> Loss available to common shareholders | $ | (940,408 | ) | $ | (478,266 | ) |
| Basic<br> and diluted loss per common share | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted<br> average number of common shares outstanding | ||||||
| Basic<br> and diluted | 611,906,548 | 421,773,914 |
The accompanying notes
are an integral part of these consolidated financial statements.
4
GRAPHENE &
SOLAR TECHNOLOGIES LIMITED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
(Unaudited)
Three
Months Ended December 31, 2024 and 2023
| Common<br> Stock | Additional | Stock | Non-<br><br> Controlling | Accumulated | Accumulated <br><br> Comprehensive | Stockholders’ | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Paid-in | Receivable | Interest | Deficit | Income | Deficit | ||||
| Balance September 30, 2024 | 569,779,887 | 5,698 | 68,769,472 | (795,000 | ) | (185 | ) | (71,015,630 | ) | 198,672 | (2,836,973) |
| Stock-based compensation | 53,453,544 | 535 | 321,311 | — | — | — | — | 321,846 | |||
| Debt Discount on Notes Payable | 20,000,000 | 200 | 94,536 | — | — | — | — | 94,736 | |||
| Foreign currency translation adjustment | — | — | — | — | — | — | 102,104 | 102,104 | |||
| Other comprehensive income, net of tax | — | — | — | — | (105) | (1,042,512 | ) | — | (1,042,617) | ||
| Balance December 31, 2024 | 643,233,431 | 6,433 | 69,185,319 | (795,000 | ) | (290 | ) | (72,058,142 | ) | 300,776 | (3,360,904) |
5
| Common Stock | Additional | Stock | Stock | Accumulated | Accumulated Comprehensive | Stockholders’ | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Paid-in | Receivable | Payable | Deficit | Income | Deficit | ||||
| Balance September 30, 2023 | 421,292,610 | 4,219 | 63,883,853 | (795,000 | ) | — | (68,375,078 | ) | 302,977 | (4,979,029) | |
| Stock-based compensation | — | — | — | — | 44,400 | — | — | 44,400 | |||
| Debt Discount on Notes Payable | 600,000 | 6 | 11,577 | — | 7,096 | — | — | 18,679 | |||
| Foreign currency translation adjustment | — | — | — | — | — | — | (109,130 | ) | (109,130) | ||
| Other comprehensive income, net of tax | — | — | — | — | — | (369,136 | ) | — | (369,136 | ||
| Balance December 31, 2023 | 421,892,610 | 4,225 | 63,895,430 | (795,000 | ) | 51,496 | (68,744,214 | ) | 193,847 | (5,394,216) |
The accompanying
notes are an integral part of these consolidated financial statements.
6
GRAPHENE & SOLAR
TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOWS
For the Three-Month
Period Ended December 31, 2024 and 2023
(Unaudited)
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Cash<br> flows from operating activities | ||||||
| Net<br> Income (loss) | $ | (1,042,617 | ) | (369,136 | ) | |
| Adjustments<br> to reconcile net income/(loss) to net cash from operating activities: | ||||||
| Stock-based<br> compensation | 321,846 | 44,400 | ||||
| Depreciation<br> expense | 84 | 84 | ||||
| Amortization<br> of discount | 8,287 | 2,573 | ||||
| Changes<br> in operating assets and liabilities: | ||||||
| Accounts<br> payable | 20,705 | 86,256 | ||||
| Accrued<br> interest payable | 11,310 | 7,456 | ||||
| Other<br> receivables | 77,093 | 4,015 | ||||
| Other assets | (150,000 | ) | — | |||
| Right<br> of use assets | 10,961 | — | ||||
| Lease<br> liabilities | (10,661 | ) | — | |||
| Due<br> to related parties | 653,437 | 197,000 | ||||
| Net<br> cash used in operating activities | (99,555 | ) | (27,352 | ) | ||
| Cash<br> flows from investing activities | — | — | ||||
| Cash<br> flows from financing activities | ||||||
| Due<br> to Affiliates | (584 | ) | 250 | |||
| Issuance<br> of convertible note | 100,000 | — | ||||
| Issuance<br> of convertible note – related party | 100,000 | 50,000 | ||||
| Net<br> cash from financing activities | 199,416 | 50,250 | ||||
| Effect<br> of currency translations to cash flow | 1,313 | (198 | ) | |||
| Net change<br> in cash and cash equivalents | 101,174 | 22,700 | ||||
| Beginning<br> of Period | 1,845 | 1,094 | ||||
| End<br> of Period | $ | 103,019 | $ | 23,794 | ||
| Supplemental<br> cash flow information | 2024 | 2023 | ||||
| Interest<br> paid | $ | — | $ | — | ||
| Taxes | $ | — | $ | — | ||
| Non-cash<br> investing and financing activities: | ||||||
| Issuance<br> of Common Stock as Debt Discount | 94,736 | 18,679 | ||||
| Capitalization of Interest | 9,168 | — |
The accompanying notes
are an integral part of these consolidated financial statements.
7
GRAPHENE & SOLAR
TECHNOLOGIES LIMITED
NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION
These consolidated financial statements of Graphene & Solar Technologies Limited (GSTX or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with Graphene & Solar’s audited financial statements as of September 30, 2024.
Going Concern –
The Company has incurred cumulative net losses since inception of $72,058,142, as of December 31, 2024. Accordingly, it requires capital to fund working capital deficits and for future operating activities to take place. The Company’s ability to raise new funds through the future issuances of debt or common stock is unknown. The obtainment of additional financing, the successful development of a plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. 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, with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There can be no assurance that the Company will be able to raise any additional capital and therefore raise doubt about the Company’s ability to continue as a going concern.
Future issuances of the Company’s equity or debt securities will be required for the Company to finance operations and continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Principles of Consolidation and Basis of Presentation — The consolidated financial statements include the accounts of Graphene & Solar Technologies Limited and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2024.
Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment, and the liquidation of liabilities.
Cash and Cash Equivalents
- Cash and cash equivalents are
carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of December 31, 2024 and September 30, 2024, the Company had $103,019
and
$1,845 in cash, respectively and no cash equivalents.
8
Stock-Based Compensation - 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
quarter ended December 31, 2024, the Company issued 51,500,000
shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.
During the quarter ended December 31, 2023, the Company did not issue any shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.
Total stock-based
compensation expense was $321,650
and $44,400
for the quarters ended December 31, 2024 and 2023, respectively.
Foreign Currency Translations – The functional currency of the Company’s foreign subsidiary is primarily the respective local currency. Assets and liabilities of the Company’s foreign subsidiary are translated into U.S. Dollars at the year-end exchange rate, and revenues and expenses are translated at average monthly exchange rates. Translation gains and losses are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. All other foreign currency transaction gains and losses are included in other (income) expense, net.
Other comprehensive
income loss was $102,104
and $109,130
for the quarters ended December 31, 2024 and 2023, respectively.
Accumulated other
comprehensive income loss was $300,776
and $198,672
for the quarters ended December 31, 2024 and 2023, respectively.
Earnings Per Share - Basic earnings per share have been calculated based upon the weighted-average number of common shares outstanding. Diluted earnings per share were not calculated as such potential shares would be anti-dilutive.
Reclassifications
- Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.
NOTE
3 – PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 2024 and September 30, 2024 are summarized as follows:
| Schedule of property and<br> equipment | ||||||
|---|---|---|---|---|---|---|
| December 31, | September<br> 30, | |||||
| 2024 | 2024 | |||||
| Laboratory and<br> factory equipment | $ | 75,082 | $ | 76,609 | ||
| Computers | — | 4,094 | ||||
| Furniture<br> and fixtures | 27,451 | 33,623 | ||||
| Property and equipment, gross | 102,533 | 114,326 | ||||
| Less<br> accumulated depreciation | (79,059 | ) | (88,064 | ) | ||
| Net<br> property and equipment | $ | 23,474 | $ | 26,262 |
Depreciation expense for the quarter ended December 31, 2024 and the year-end September 30, 2024 were $84
and $338
, respectively.
NOTE 4 – OTHER ASSETS
Other assets consist of the following:
| Schedule of other assets | ||||
|---|---|---|---|---|
| December 31, | September 30, | |||
| 2024 | 2024 | |||
| Security deposit – rental bond (Melbourne, Australia) | $ | 14,532 | $ | 16,204 |
| Deferred offering costs | 150,000 | — | ||
| Total other assets | $ | 164,532 | $ | 16,204 |
The security deposit represents a rental bond paid in connection with the Company’s commercial lease agreement in Melbourne, Australia. The deposit is refundable at the conclusion of the lease, subject to the terms of the lease agreement.
Deferred offering costs consist of legal, accounting, and other professional fees incurred in connection with anticipated capital raising transactions. As of December 31, 2024, no offering had been completed. These costs have been capitalized in accordance with ASC 340-10 and will be offset against the proceeds of such offerings, if and when they occur.
9
NOTE
5 – NOTES PAYABLE
The Company’s indebtedness as of December 31, 2024 and September 30, 2024 were as follows:
| Schedule of notes payable | ||||
|---|---|---|---|---|
| Description | December<br> 31, 2024 | September<br> 30, 2024 | ||
| Notes<br> payable – $60,000 in<br> default, at 12/31/24 and 09/30/24 | $ | 297,602 | $ | 324,928 |
| Notes<br> payable – related party | 93,605 | 97,395 | ||
| Convertible<br> notes, net of discount $44,772 and<br> $0 | $ | 157,104 | $ | 101,876 |
| Convertible<br> notes payable – related party, net of discount $45,760<br> and $4,083 | $ | 151,917 | 84,426 |
Convertible Notes Payable
On June 29,
2012, the Company issued convertible secured notes payable totaling $8,254,500
to a group of private investors. The notes matured on June 30, 2015. The notes, with interest at 15
%,
were convertible at the discretion of the holders, into common shares of the Company at the rate of $3.31
per share. Unable to make the required interest payment on
March 31, 2014, the notes became due on demand. Effective June 17, 2014, with the noteholder approval, the assets securing the convertible notes were sold with the net proceeds of approximately $5,200,000
being distributed to the noteholders. Noteholders were to receive
payment for the remaining balance due on the notes in the form of an exchange for the common stock of the Company at the rate of $3.31
per share. As of December 31, 2024, noteholders representing
$70,747
in outstanding principal had not requested the exchange of
shares of common stock. As of December 31, 2024 and 2023, the exchange obligation payable was $192,826
and $182,184
,
including accrued interest of $122,078
and $111,437
,
respectively. As of December 31, 2024 and 2023, the exchange obligation was for 58,256
shares and 55,040
shares of common stock, respectively.
On February
1, 2016, the Company issued convertible secured note payable of $30,000
to an individual. The note was due on January 31, 2017 and included interest at 10
%.
The note was convertible at discretion of the holder into common shares of the Company at the rate of $0.50
per share. The Company has not extended the maturity date and
the note is in default. As of December 31, 2024 and 2023, the total convertible note payable balance was $56,762
and $53,753
,
including accrued interest of $26,762
and $23,753
,
respectively. As of December 31, 2024 and 2023, the exchange obligation was for 113,524
shares and 107,506
shares of common stock, respectively.
On November
21, 2024, the Company issued a convertible secured note payable of $100,000
to an individual. The note matures on November 21, 2026, and includes interest at 10
%.
The note is convertible at discretion of the holder into common shares of the Company at the rate of $0.25
per share. As of December 31, 2024 and 2023, the total convertible
note payable balance is $100,849
and $0
,
including accrued interest of $849
and $0
,
respectively. As of December 31, 2024 and 2023, the exchange obligation is for 403,396
shares and 0
shares of common stock, respectively. In return for providing
the loan, the Company authorized and issued 10,000,000
shares of common stock to the lender. The Company recorded
an initial debt discount of $47,368
upon the issuance of the notes, with subsequent
amortization of debt discount totaling $2,596 .
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 $50,000
and accrue interest at a rate of 10% per annum. The notes matured in October 2024 and December 2024
. Additionally, the notes
offer the option for conversion into common shares of the Company at the discretion of the holder, with a conversion rate of $0.10
per share. As of December 30, 2024, the total balance of promissory
notes payable stood at $55,719
,
inclusive of accrued interest totaling $5,719
.
Moreover, the exchange obligation associated with these notes amounted to 557,190
shares of common stock. In return for providing the loan, the
Company authorized and issued 1,000,000
shares of common stock to the lender. The Company recorded
an initial debt discount of $18,679
upon the issuance of the notes, with subsequent amortization
of debt discount totaling $18,679 . During the quarter ended December 31, 2024, the Company amended the note to extend the maturity date from October 2024 and December 2024 to December 2025
. Additionally,
the noteholder agreed to capitalize $5,294 of accrued interest into the principal balance of the note. As consideration for the extension, the Company issued 1,105,884
shares of common stock to the lender, valued at approximately
$111 , which was recorded as an expense during the period. All other terms of the note remain unchanged.
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 $27,828
and accrues interest at a rate of 10% per annum. The note matures in March 2025
. Additionally, the note offers the option
for conversion into common shares of the Company at the discretion of the holder, with a conversion rate of $0.10
per share. As of December 31, 2024, the total balance of promissory
notes payable stood at $31,397
,
inclusive of accrued interest totaling $3,569
.
Moreover, the exchange obligation associated with these notes amounted to 313,970
shares of common stock. In return for providing the loan, the
Company authorized and issued 750,000
shares of common stock to the lender. The Company recorded
an initial debt discount of $2,493
upon the issuance of the notes, with subsequent amortization
of debt discount totaling $1,938 . During the quarter ended December 31, 2024, the Company amended the note to extend the maturity date from March 2025 to December 2025
. Additionally, the noteholder
agreed to capitalize $3,333 of accrued interest into the principal balance of the note. As consideration for the extension, the Company issued 623,220
shares of common stock to the lender, valued at approximately $62, which was recorded as an expense during the period. All other terms of the note remain unchanged.
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 $10,681
and accrues interest at a rate of 10% per annum. The note matures in June 2025
. Additionally, the note offers the option
for conversion into common shares of the Company at the discretion of the holder, with a conversion rate of $0.10
per share. As of December 31, 2024, the total balance of promissory
notes payable stood at $11,390
,
inclusive of accrued interest totaling $709
.
Moreover, the exchange obligation associated with these notes amounted to 113,900
shares of common stock. In return for providing the loan, the
Company authorized and issued 350,000
shares of common stock to the lender. The Company recorded
an initial debt discount of $4,204
upon the issuance of the notes, with subsequent amortization
of debt discount totaling $619 . During the quarter ended December 31, 2024, the Company amended the note to extend the maturity date from June 2025 to December 2025
. Additionally, the noteholder
agreed to capitalize $541 of accrued interest into the principal balance of the note. As consideration for the extension, the Company issued 224,440
shares of common stock to the lender, valued at approximately $22, which was recorded as an expense during the period. All other terms of the note remain unchanged.
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 $100,000
and accrues interest at a rate of 10% per annum. The note matures in November 2026
. Additionally, the note offers the option
for conversion into common shares of the Company at the discretion of the holder, with a conversion rate of $0.25
per share. As of December 31, 2024, the total balance of promissory
notes payable stood at $100,849
,
inclusive of accrued interest totaling $849
.
Moreover, the exchange obligation associated with these notes amounted to 403,396
shares of common stock. In return for providing the loan, the
Company authorized and issued 10,000,000
shares of common stock to the lender. The Company recorded
an initial debt discount of $47,368
upon the issuance of the notes, with subsequent amortization
of debt discount totaling $2,660 .
Notes Payable and Other Loans
During 2015
and 2016, the Company executed promissory notes payable with six individuals with an aggregate principal balance of $60,000 . The notes were due on demand and included interest at 10
%.
As of December 31, 2024 and 2023, the total promissory notes payable balance was $116,238
and $110,222
,
including accrued interest of $56,238
and $50,222
,
respectively. On January 15, 2019, the holder of a note with a principal balance of $10,000
made demand for payment. To date, the note has not been paid.
On September
11, 2023, Ausquartz Sands Pty Ltd entered into a Loan Agreement with GVB GmbH for $160,925
,
with a fixed annual interest rate of 2.15 % and a maturity date of August 31, 2025
. This liability was assumed by the Company
following its acquisition of Ausquartz Group Holdings Pty Ltd on July 28, 2024. As of December 31, 2024 and 2023, the total notes payable balance was $159,893
and $156,542
,
including interest of $4,468
and $1,117
, respectively.
11
During the
year ended September 30, 2020 the former Company Chairman, FJ Garafalo, loaned the company $3,500 . The loan is a demand note on zero interest.
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$50,000
(of which $46,043
was received by the company as of December 31, 2024) with a maturity date of February 28, 2024. The loan will accrue interest at the rate 10% per annum.
During July
2023, MI Labs Pty Ltd loaned Ausquartz Sands Pty Ltd US$31,352 . The loan is a demand note on zero interest. This liability was assumed by the Company following its acquisition of Ausquartz Group Holdings Pty Ltd on July 28, 2024.
On December
5, 2022, the Company entered into a Promissory Loan Note with Mr. Andrew Liang, in the amount of US$20,000 , with a maturity date of December 5, 2023. The loan will accrue interest at the rate of 10% per annum.
During the
year ended September 30, 2020, a Company Director loaned the Company $5,623 . The loan is a demand note at zero interest.
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 $25,000
monthly. During the three months ended December 31, 2024, the
Company incurred charges to operations of $75,000
with respect to this arrangement.
CSA Liang Pty Ltd,
a management company controlled by Mr. Andrew Liang, a Company Director, provided corporate advisor services to the Company for which the Company was charged $5,000
monthly. During the three months ended December 31, 2024, the
Company incurred charges to operations of $15,000
with respect to this arrangement.
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 $20,000
monthly. During the three months ended December 31, 2024, the
Company incurred charges to operations of $60,000
with respect to this arrangement.
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 $30,000
monthly. During the three months ended December 31, 2024, the
Company incurred charges to operations of $90,000
with respect to this arrangement.
Russell Krause,
the Chief Executive Officer for Ausquartz Group Holdings Pty Ltd, provides management services to the Company for which the Company was charged $25,000
monthly. During the three months ended December 31, 2024, the
Company incurred charges to operations of $75,000
with respect to this arrangement.
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 $20,000
monthly. During the three months ended December 31, 2024, the
Company incurred charges to operations of $60,000
with respect to this arrangement.
Neil Morris,
the Chief Executive Officer for Wafer Manufacturing Corporation, provides management services to the Company for which the Company was charged $45,833
monthly. During the three months ended December 31, 2024, the
Company incurred charges to operations of $137,499
with respect to this arrangement.
12
Allegro Investments Limited entered into a convertible note agreement with the Company. The Company and Allegro Investments Limited share a professional relationship wherein a director serves on the boards of both entities – see NOTE 3.
STR Ventures is considered a related party of the Company due to its ownership of more than 5
%
of the Company’s outstanding stock. As of the quarter ended December 31, 2024, the Company owed STR Ventures $196,000
in accrued consulting fees. These fees relate to ongoing consulting services provided by STR Ventures under the terms of an existing consulting agreement.
During the quarters
ended December 31, 2024 and 2023, stock-based compensation expense relating to directors, officers, affiliates and related parties was $314,550
(50,500,000
shares) and $44,400
(6,000,000
shares), respectively.
NOTE
7 – STOCKHOLDERS’ EQUITY
73,453,544
common shares were issued during the quarter ended December
31, 2024. The Company has a total of 5,778,367
shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at December 31, 2024.
Pursuant to
the terms of a consulting agreement, the Company issued 5,000,000
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 $35,500
on the grant date, based on the closing market price of $0.0071
per share.
Pursuant to
the terms of a consulting agreement, the Company issued 2,000,000
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 $14,200
on the grant date, based on the closing market price of $0.0071
per share.
Pursuant to the terms
of a consulting agreement, the Company issued 1,000,000
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 $7,100
on the grant date, based on the closing market price of $0.0071
per share.
Pursuant to the terms
of a consulting agreement, the Company issued 1,000,000
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 $7,100
on the grant date, based on the closing market price of $0.0071
per share.
Pursuant to
the terms of a consulting agreement, the Company issued 2,000,000
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 $14,200
on the grant date, based on the closing market price of $0.0071
per share.
Pursuant to
the terms of a consulting agreement, the Company issued 10,000,000
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 $71,000
on the grant date, based on the closing market price of $0.0071
per share.
Pursuant to
the terms of a consulting agreement, the Company issued a total of 22,000,000
shares of common stock to Ms. Kristine Woo as compensation
for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $124,200
on the grant dates, based on the closing market prices of $0.0071
and $0.0055
per share, respectively.
Pursuant to the terms
of a consulting agreement, the Company issued 1,000,000
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 $7,100
on the grant date, based on the closing market price of $0.0071
per share.
Pursuant to the terms
of a consulting agreement, the Company issued 7,500,000
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 $41,250
on the grant date, based on the closing market price of $0.0055
per share.
13
On November 20, 2024,
the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued 10,000,000
shares of common stock to the noteholder. The shares were valued
at a fair value of $90,000
,
based on the market price of $0.0090
per share on the date of issuance.
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 10,000,000
shares of common stock to the noteholder. The shares were valued
at a fair value of $90,000
,
based on the market price of $0.0090
per share on the date of issuance.
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 1,105,884
shares of common stock to the noteholder. The shares were valued
at a fair value of $111
,
based on the market price of $0.0001
per share on the date of issuance.
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 847,660
shares of common stock to the noteholder. The shares were valued at a fair value of $85
,
based on the market price of $0.0001
per share on the date of issuance.
Non-Controlling Interest
Wafer Manufacturing Corporation (“WMC”) is a consolidated joint venture in which the Company holds a 75% ownership interest. The remaining 25% is owned by a non-controlling interest. As a majority owner, the Company consolidates WMC’s financial results in its consolidated financial statements.
For the quarter ended
December 31, 2024, the Company recorded a gain of $105
attributable to the non-controlling interest in WMC, representing the portion of WMC’s net loss allocable to the minority ownership.
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 $278
per month and currently the lease is month-to-month.
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 4%.
The Company
evaluated the lease and determined that it should be classified as an operating lease, as none of the criteria for a finance lease were met. As of the lease commencement date, the Company recorded a right-of-use (ROU) asset of $158,933 and a corresponding lease liability of $161,791 , representing the present value of future minimum lease payments. The present value was calculated using an incremental borrowing rate of 10%, which reflects the Company’s estimated secured borrowing rate in a comparable economic environment and lease term.
As of December
31, 2024, the balance sheet includes a ROU asset of $133,622
and lease liabilities of $43,740
related to this lease.
The future minimum payments on operating leases for each of the next three years and in the aggregate amount to the following:
14
| Schedule of future<br> minimum payments on operating leases | ||
|---|---|---|
| In USD | ||
| 2025 | $ | $46,968 |
| 2026 | 55,338 | |
| 2027 | 61,939 | |
| Total operating lease liabilities | $ | $164,245 |
Rent expense
for the quarter ended December 31, 2024 and 2023 was $7,031
and $6,300
, respectively, and is included in “General and Administrative” expenses on the related statements of operations.
Finance Leases
As of December 31, 2024 and December 31, 2023, the Company had no finance leases.
NOTE
9 – OTHER RECEIVABLE
As of September
30, 2024, the balance of Other Receivables included $89,864
related to a research and development (R&D) tax incentive received from the Australian government. This amount represents a refundable tax offset under the Australian R&D Tax Incentive program, based on eligible R&D expenditures incurred during the relevant period.
During the 2024 fiscal
year, the Company entered into an arrangement with a third-party financing provider that advanced funds to the Company based on the anticipated rebate. Upon receipt of the rebate from the Australian Taxation Office in October 2024, the financing provider deducted its fees and remitted the net proceeds to the Company. During the three months ended December 31, 2024, the Company collected $21,705 . The remainder was written off to expenses.
NOTE
10 – SUBSEQUENT EVENTS
On January 21, 2025,
the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued 10,000,000
shares to the noteholder in the second quarter of the fiscal year 2025.
On February 26, 2025,
the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued 1,666,500
shares to the noteholder in the second quarter of the fiscal year 2025.
On February 26, 2025,
the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued 344,128 shares to the noteholder in the second quarter of the fiscal year 2025.
Pursuant to the terms
of their consulting agreement, Mr. David Halstead was granted and issued 10,000,000
shares. The Company issued the shares in the third quarter of the fiscal year 2025.
Pursuant to the terms
of their consulting agreement, NexChange, Inc. was granted and issued 12,000,000
shares. The Company issued the shares in the third quarter of the fiscal year 2025.
On April 10, 2025,
the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued 2,500,000
shares to the noteholder in the third quarter of the fiscal year 2025.
On June 11, 2025,
Mr. Russell Krause entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued 22,000,000
shares in the third quarter of fiscal year 2025.
On June 13, 2025,
the Company accepted a Share Application for the total price of $10,000 ($0.01/share). Pursuant to the terms of the application, the Company issued 1,000,000
shares in the third quarter of fiscal year 2025.
On June 26, 2025,
Pagemark Limited entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued 200,000
shares in the third quarter of fiscal year 2025.
15
Mr. Jason May was
issued 500,000
shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Mr. David Halstead
was issued 500,000
shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Mr. Jeffrey Freedman
was issued 500,000
shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Mr. Andrew Liang
was issued 500,000
shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Mr. Charles Wantrup
was issued 500,000
shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Brookside Communications
was granted 250,000
shares per annum, per the terms of their consulting agreement.
Pursuant to the terms of the agreement, the Company issued 250,000 shares in the fourth quarter of fiscal year 2025.
Pursuant to the terms
of their consulting agreement, Ilgar Isayev was granted and issued 250,000
shares. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Pursuant to the terms
of their consulting agreement, Omnicom OCC was granted and issued 250,000
shares. The Company issued the shares in the fourth quarter of the fiscal year 2025.
Pursuant to the terms
of their consulting agreement, Rocha and Associates was granted and issued 1,000,000
shares. The Company issued the shares in the fourth quarter of the fiscal year 2025.
On August 11, 2025,
the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued 5,000,000
shares to the noteholder in the fourth quarter of the fiscal year 2025.
On August 13, 2025,
Arran Boote entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued 500,000
shares in the fourth quarter of the fiscal year 2025.
Mr. Anthony Leigh
was issued 5,000,000
shares awarded as a performance bonus. The Company issued the shares in the fourth quarter of the fiscal year 2025.
STR Ventures was
issued 500,000
shares awarded as a performance bonus. The Company issued the shares in the fourth quarter of the fiscal year 2025.
On July 1, 2025,
Mr. Russell Krause entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company is to issue 8,000,000
shares. As of this filing date, the shares have not been issued.
Pursuant to the terms
of their consulting agreement, Mr. Stuart Allen was granted 500,000
shares. As of this filing date, the shares have been approved but remain unissued.
The Company has evaluated events occurring subsequent to December 31, 2024 through to the date these financial statements were issued and has identified no additional events requiring disclosure.
16
ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
FORWARD LOOKING STATEMENTS
The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain a historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our Form 10-K report for the year ended September 30, 2024, filed with the U.S. Securities Exchange Commission (“SEC”) and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements or disclose any difference between our actual results and those reflected in these statements.
Overview
GSTX is focused on manufacturing silicon wafers for supply into the solar manufacturing sector. Silicon wafers are the core material used for making solar cells. The solar panel supply chain can be depicted as follows:
Quartz -> silicon -> polysilicon -> silicon ingots -> silicon wafers -> solar cells -> solar modules (panels)
The GSTX strategy is to take advantage of the geopolitical, environmental and supply chain challenges the world faces at present. GSTX is focused on reshoring solar manufacturing from China for domestic manufacturing, and sales into domestic markets. GSTX is also developing projects in the upstream supply chain to maintain its own supply chain security for its silicon wafer manufacturing. This includes quartz, silicon and polysilicon. The year end September 30, 2024, was marked by significant progress in project development activities. The company has restructured its operations. Previous business of thin films and water harvesting have been paused. The company has established a wholly owned subsidiary, The Quartz & Silicon Materials Company Limited to develop its solar manufacturing related projects. Early planning for several projects is underway, including:
| · | Acquisition<br> of quartz resources in Australia. Development of several prospective resources in Brail,<br> USA, Canada and Europe. |
|---|---|
| · | A<br> completed acquisition of Ausquartz Group Holding Pty Ltd, a company associated with CEO Jason<br> May, specializing in high purity quartz processing. |
| --- | --- |
| · | A<br> 10GW wafer facility in the USA, |
| --- | --- |
| · | A<br> 10GW wafer facility in Australia, |
| --- | --- |
| · | A<br> 60,000 metric ton chemical grade silicon smelter in New Zealand |
| --- | --- |
| · | A<br> 30,000 metric ton solar grade polysilicon plant in New Zealand |
| --- | --- |
17
The US Inflation Reduction Act under the Biden era administration had strong financial support for a wide range of renewable businesses, including solar manufacturing. With the change of administration, the Trump era, significantly changed the policies and support for renewables as part of the One Big Beautiful Bill Act. This was signed into law on July 4, 2025. The US presidential election and the first 6 months of Trump’s presidency caused a significant amount of uncertainty in the solar manufacturing sector. This did affect the operations of GSTX, but thankfully with the passing of the One Big Beautiful Bill there is now positive certainty regarding solar manufacturing incentives. In particular the section 45 manufacturing production credit framework has survived amendment and is a positive outcome for US solar manufacturing, and the GSTX business strategy.
Liquidity and Capital Resources
We expect to require substantial additional financing to fund the construction and commissioning of our planned manufacturing facilities. We intend to pursue a combination of equity financing, debt financing, government incentives, and customer offtake arrangements. There can be no assurance that such financing will be available on acceptable terms or at all.
Supply Chain and Development Activities
During fiscal 2024, the Company has been in advanced discussion with several large incumbent manufacturers to reshore manufacturing of silicon ingots, wafers and cells to the US and Australia. QSM is structured to take advantage of the US One Big Beautiful Bill Act and the Australian “Made in Australia” programs to reshore critical solar manufacturing. Producing wafers locally (Made in America/Made in Australia) is key to being able to claim government incentives (production credits). QSM is a low technology risk enterprise, no new inventions, just manufacturing.
Outlook
For fiscal year 2025, the Company expects to continue project development activities, including establishing manufacturing joint ventures, detailed engineering, permitting, offtake sales and financing. We expect to continue to incur operating losses and negative operating cash flows until commercial operations commence. The timing of revenue generation is dependent on the successful completion of project financing and construction of the Company’s planned manufacturing facilities.
18
Results of Operations
For the fiscal quarters ended December 31, 2024 and December 31, 2023 we generated no revenues, and thus no cost of sales or gross profits.
For the fiscal quarters ended December 31, 2024 and December 31, 2023, we incurred $965,764 and $316,962, respectively, in operating expenses.
For the fiscal quarter ended December 31, 2024 we recorded interest expense of $19,597, while in the fiscal quarter ended December 31, 2023 we incurred expenses of $10,029. Both items are represented by accrued interest on debt. Other income/(expense) of $57,256 was incurred in the fiscal quarter, December 31, 2024 and a gain of $8,040 in fiscal quarter, December 31, 2023.
For the fiscal quarter ended December 31, 2024, we reported net loss of $940,408, while in the fiscal quarter ended December 31, 2023, we reported a net loss before taxes of $478,266.
For the periods ended December 31, 2024 and September 30, 2024, our cash positions were $103,019 and $1,845, respectively.
As of December 31, 2024, we had total current liabilities of $3,710,183 while as of September 30, 2024, we had total current liabilities of $3,026,409, an increase of about 18%. Accrued interest payable increased from $222,679 to $224,209. Related party debt increased from $852,743 to $1,505,965 during the period.
Liquidity and Capital Resources
As of December 31, 2024, we had $113,712 in current assets and $3,710,183 in current liabilities. Accordingly, we had a working capital deficit of $3,596,471.
Operating activities used $99,555 for the quarter ended December 31, 2024, as compared to $27,352 for the quarter ended December 31, 2023.
Net cash provided by financing activities was $199,416 for the quarter ended December 31, 2024, as compared to $50,250 for the quarter ended December 31, 2023.
19
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 1.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS
AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024 due to the material weaknesses in internal control over financial reporting described below.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2024 based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of September 30, 2024 due to the existence of the material weaknesses identified below:
- Inadequate segregation of duties in the financial reporting process;
- Lack of sufficient personnel with appropriate accounting expertise;
- Ineffective controls over the review of journal entries and account reconciliations;
- Insufficient controls over the completeness and accuracy of disclosures.
These material weaknesses could result in a material misstatement of our financial statements or disclosures that may not be prevented or detected on a timely basis.
Disclosure of Fraud
20
In connection with the certifications required under Rules 15d-14(a) and 15d-14(b) of the Exchange Act, our Chief Executive Officer and Chief Financial Officer have disclosed to our auditors, the audit committee of our board of directors, and in this report, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As of the date of this filing, management is not aware of any such instances of fraud that occurred during the fiscal year ended September 30, 2024.
Remediation Efforts
We are in the process of designing and implementing measures to remediate the material weaknesses described above. These measures include, but are not limited to:
- Hiring additional accounting personnel with relevant expertise;
- Implementing enhanced review procedures and formalized documentation controls;
- Establishing more robust segregation of duties within the finance and accounting functions;
- Providing additional training and resources to employees involved in financial reporting.
Management is committed to remediating the identified material weaknesses as quickly and effectively as possible. We will continue to assess the effectiveness of our internal control over financial reporting and will disclose any changes in future filings.
Changes in Internal Control over Financial Reporting
Other than the remediation efforts described above, there were no changes in our internal control over financial reporting that occurred during the first quarter of our fiscal year ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
21
PART II
ITEM 1. LEGAL PROCEEDINGS
The are no legal proceedings at the date of this filing. Legal guidance only has been sought in relation the mining leases as referenced above under Current Business & Operations section.
ITEM 1A. RISK FACTORS
Our business is subject to numerous risks and uncertainties including but not limited to those discussed in “Risk Factors” in our annual report on Form 10-K.
ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Please see Note 5 to our Financial Statements.
ITEM 3. DEFAULTS
UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY
DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits
22
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 &<br> SOLAR TECHNOLOGIES LIMITED | ||
|---|---|---|
| Date: October 20,<br> 2025 | By: | /s/<br> Jason May |
| Chief Executive Officer and Director |
23
EXHIBIT31.1
CERTIFICATIONS
I, Jason May, certify that;
| 1. | I have reviewed<br> this quarterly report on Form 10-Q of Graphene & Solar Technologies Limited; | |
|---|---|---|
| 2. | Based on my knowledge,<br> this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the<br> report; | |
| 3. | Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects the financial<br> condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined<br> 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))<br> for the registrant and have: | |
| a) | Designed such<br> disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br> that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b) | Designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> 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<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| --- | --- | |
| 5. | The registrant’s<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions): | |
| --- | --- | |
| a) | All significant<br> deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| b) | Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting. | |
| Date: October<br> 20, 2025 | By: | /s/ Jason May |
| --- | --- | --- |
| Jason<br> May | ||
| Chief Executive Officer<br> and Director |
EXHIBIT 31.2
CERTIFICATIONS
I, David A.B. Halstead, certify that;
| 1. | I have reviewed<br> this quarterly report on Form 10-Q of Graphene & Solar Technologies Limited; | |
|---|---|---|
| 2. | Based on my knowledge,<br> this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the<br> report; | |
| 3. | Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects the financial<br> condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined<br> 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))<br> for the registrant and have: | |
| a) | Designed such<br> disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br> that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b) | Designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> 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<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| --- | --- | |
| 5. | The registrant’s<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions): | |
| --- | --- | |
| a) | All significant<br> deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| b) | Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting. | |
| Date: October<br> 20, 2025 | By: | /s/ David Halstead |
| --- | --- | --- |
| David<br> Halstead | ||
| Chief Financial Officer<br> 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, 2024 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<br> fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
|---|---|---|
| (2) | The information contained<br> in the Report fairly presents, in all material respects the financial condition and results of operations of the Company. | |
| Date: October<br> 20, 2025 | By: | /s/ Jason May |
| --- | --- | --- |
| Jason<br> May, | ||
| Chief Executive Officer<br> 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, 2024 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<br> fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
|---|---|---|
| (2) | The information contained<br> in the Report fairly presents, in all material respects the financial condition and results of operations of the Company. | |
| Date: October<br> 20, 2025 | By: | /s/ David Halstead |
| --- | --- | --- |
| David<br> Halstead, | ||
| Chief Financial Officer<br> and Director |