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:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, 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 and posted 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 ☐
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
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 August 12, 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
| June 30, 2026 | September 30, | |||||||
| (Unaudited) | 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 June 30, | Nine Months Ending June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional Services | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on extinguishment of debt | ||||||||||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income (Loss) from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss from discontinued operations | ||||||||||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss attributed to non-controlling interest | $ | $ | $ | $ | ||||||||||||
| Net Loss attributed to Graphene & Solar Technologies Ltd. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other Comprehensive Income | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Net Comprehensive Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss available to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Income (Loss) per share: | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | ) | $ | ) | |||||||||
| Weighted average 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 and Nine Months Ended June 30, 2026 and 2025
| 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 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||||||||||||||
| Shares Returned and Cancelled | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| 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
March 31, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| 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
June 30, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
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 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Debt Discount on Notes Payable | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance
March 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||
| Debt Settlement | ||||||||||||||||||||||||||||||||||||
| Debt Discount on Notes Payable | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance
June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
GRAPHENE & SOLAR TECHNOLOGIES LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine-Month Period Ended June 30, 2026 and 2025
(Unaudited)
| 2026 | 2025 | |||||||
| 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 | ||||||||
| Amortization of discount | ||||||||
| Gain on Settlement of Debt | ( | ) | ||||||
| Loss on Settlement of Debt | ||||||||
| 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 | ||||||||
| Cash from sale of subsidiary shares | ||||||||
| Cash acquired from purchase of subsidiary | ||||||||
| Net cash used in 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 | ||||||||
| Proceeds from issuance of debt – 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 | Quarter ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Interest paid | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Noncash investing and financing activities: | ||||||||
| Settlement of Debt for Common Stock | $ | $ | ||||||
| Settlement of Related Party Debt | ||||||||
| Issuance of Common Stock as Debt Discount | ||||||||
| Cancellation of shares | ||||||||
| Capitalization of Interest | ||||||||
5
The accompanying notes are an integral part of these consolidated financial statements.
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 Technologies audited financial statements as of September 30, 2025.
Going Concern – The Company has incurred cumulative net losses since inception of $83,005,074 at June 30, 2026. 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 are 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, 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 June 30, 2026 and September 30, 2025, the Company had $
6
During the three months ended June 30, 2026, the Company issued shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.
During the nine months ended June 30, 2026, the Company issued an aggregate of shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.
Total stock-based compensation expense was $ for the nine-months ended June 30, 2026 and $ for the year ended September 30, 2025.
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 was ($
Other
comprehensive income 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 June 30, 2026.
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:
| Nine-Month Period Ended June 30, 2026 | ||||
| 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 June 30, 2026 and September 30, 2025 are summarized as follows:
| June 30, | September 30, | |||||||
| 2026 | 2025 | |||||||
| Laboratory and factory equipment | $ | $ | ||||||
| Computers | ||||||||
| Furniture and fixtures | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Net property and equipment | $ | $ | ||||||
Depreciation
expense for the quarter ended June 30, 2026 and the year-end September 30, 2025 were $
8
NOTE 4 – OTHER ASSETS
Other assets consist of the following:
| June 30, | September 30, | |||||||
| 2026 | 2025 | |||||||
| Security deposit – rental bond (Melbourne, Australia) | $ | $ | ||||||
| Deferred offering costs | ||||||||
| Preliminary Expenses | ||||||||
| 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 June 30, 2026, 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 June 30, 2026 and September 30, 2025 were as follows:
| Description | June 30, 2026 | September 30, 2025 | ||||||
| Notes payable – $ | $ | $ | ||||||
| Notes payable – related party | ||||||||
| Convertible notes payable, net of discount $ | $ | $ | ||||||
| Convertible notes payable – related party, net of discount $ | $ | $ | ||||||
| Total notes payable | $ | $ | ||||||
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 $
On
May 11, 2026, the Company issued a convertible secured note payable of $
On
May 11, 2026, the Company issued a convertible secured note payable of $
10
to
the lender. The Company recorded an initial debt discount of $
On
May 11, 2026, 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 $
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 $
11
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 $
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 $
12
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$
NOTE 6 – RELATED PARTY
Due to related party
MI Labs
Pty Ltd, a management company controlled by Mr. Jason May, the Company’s Chief Executive Officer and a Company Director, provides
management services to the Company for which the Company is charged $
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 $
13
Russell
Krause, the Company’s Chief Commercial Officer and a Company Director, 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
Stock based compensation
During the quarter ended June 30, 2026 and the year ended September 30, 2025, stock-based compensation expense relating to directors, officers, affiliates and related parties was $ ( shares) and $ ( shares), respectively.
During the nine-month
period ended June 30, 2026, the Company settled $
NOTE 7 – STOCKHOLDERS’ EQUITY
63,734,209 new common shares were issued during the nine- month period ending June 30, 2026. The Company has a total of shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at June 30, 2026.
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.
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.
14
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 shares of common stock to Parallel 40 LLC as compensation for services rendered during the fiscal year ending September 30, 2026. These shares were issued in the third quarter of fiscal year 2026.
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on May 30, 2025, the Company issued 80,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
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/USA, to settle outstanding
obligations totaling $
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 $
15
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 Operations Officer/Australia, to settle
outstanding obligations totaling $
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor, the Company issued shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
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. These shares were issued in the third quarter of fiscal year 2026.
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. These shares were issued in the third quarter of fiscal year 2026.
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and certain investors on December 19, 2025, the Company agreed to issue shares of its common stock to such investors. These shares were issued in the third quarter of fiscal year 2026.
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 were recorded as stock payable within the shareholders’ equity, pending issuance.
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 were recorded as stock payable within the shareholders’ equity, pending issuance.
16
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 were recorded as stock payable within the shareholders’ equity, pending issuance.
Thompson Family Trust was awarded shares as a performance bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Matthew Brown was awarded shares as a performance bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
Mark Anderson was awarded shares as a performance bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On January 14, 2026, the Company filed Articles of Amendment to its Articles of Incorporation with the Colorado Secretary of State to increase the number of authorized shares of the Company’s common stock from 800,000,000 shares, par value $0.00001 per share, to 1,500,000,000 shares, par value $0.0001 per share. The amendment was approved by the Company’s Board of Directors and became effective upon filing with the Colorado Secretary of State
On January 31, 2026, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $1,020. Pursuant to the terms of the agreement, the Company agreed to issue 51,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $1,148, based on the market price of $0.0225 per share on the date of the agreement. As a result, the Company recognized a loss on debt settlement of $128, representing the excess of the fair value of the shares to be issued over the carrying amount of the debt. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
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 were recorded as stock payable within the shareholders’ equity, pending issuance.
On February 11, 2026, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $112,500. Pursuant to the terms of the agreement, the Company agreed to issue 7,500,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $6,000, based on the market price of $0.0008 per share on the date of the agreement. As a result, the Company recognized a gain on debt settlement of $106,500, representing the excess of the carrying amount of the debt over the fair value of the shares to be issued. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On February 25, 2026, 50,000,000 shares of common stock were returned from the holder and cancelled. No value was exchanged for these shares.
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on February 27, 2026, the Company issued shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on March 8, 2026, the Company issued shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
On March 12, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Commercial Officer, to settle outstanding obligations totaling $65,000. Pursuant to the terms of the agreement, the Company agreed to issue 13,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $14,300, based on the market price of $0.0011 per share on the date of the agreement. The carrying amount of the debt exceeded the fair value of the shares to be issued by $50,700; however, due to the related-party nature of the transaction, no gain or loss was recognized in the Company’s statement of operations. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance. Upon issuance of the shares, the difference between the carrying amount of the debt and the fair value of the shares will be recorded as an adjustment to additional paid-in capital.
17
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on March 17, 2026, the Company issued shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on March 25, 2026, the Company issued shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on March 26, 2026, the Company issued shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
As consideration for their fundraising activities and contributions to the Company, the Company granted shares of common stock to Novus Capital Nominees Pty Ltd as compensation for services rendered during the fiscal year ending September 30, 2026. These shares were issued in the third quarter of fiscal year 2026.
Pursuant to the terms of a consulting agreement executed on April 1, 2026, the Company granted shares of common stock to Mr. David Halstead as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On April 6, 2026, the Company entered into a share purchase agreement with a shareholder to issue shares of common stock for cash at a purchase price of $0.0069 per share. These shares were issued in the third quarter of fiscal year 2026.
On April 14, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Commercial Officer, to settle outstanding obligations totaling $50,000. Pursuant to the terms of the agreement, the Company agreed to issue 10,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $51,000, based on the market price of $0.0051 per share on the date of the agreement. The fair value of the shares exceeded the carrying amount of the debt by $1,000. This excess was recognized as stock-based compensation expense to a related party, as the shares issued represented additional compensation to the Chief Commercial Officer beyond settlement of the outstanding obligation. 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 executed on April 15, 2026, the Company granted shares of common stock to Ms. Theresa Jester as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On May 6, 2026, the Company entered into a share purchase agreement with a shareholder to issue shares of common stock for cash at a purchase price of $0.0072 per share. These shares were issued in the third quarter of fiscal year 2026.
On May 11, 2026, 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 $100,200, based on the market price of $0.0501 per share on the date of the loan agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On May 11, 2026, 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 $25,050, based on the market price of $0.0501 per share on the date of the loan agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On May 11, 2026, 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 $25,050, based on the market price of $0.0501 per share on the date of the loan agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
18
On June 2, 2026, 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 $23,149, based on the market price of $0.0950 per share on the date of the loan agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On June 2, 2026, 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 $30,201, based on the market price of $0.0950 per share on the date of the loan 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 an investor on June 2, 2026, the Company issued shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
On June
14, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Executive Officer, to settle outstanding
obligations totaling $
On June
14, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Commercial Officer, to settle outstanding
obligations totaling $
On June
14, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Operating Officer/USA, to settle outstanding
obligations totaling $
On June
14, 2026, the Company entered into a debt conversion agreement with a related party, the Interim Chief Financial Officer, to settle outstanding
obligations totaling $
19
On June
14, 2026, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on June 17, 2026, the Company agreed to issue shares of its common stock to such investor. As of this filing date, the shares have been approved but remain unissued.
Pursuant to the terms of a consulting agreement, the Company granted shares of common stock to Mr. Stuart Allen as compensation for services rendered during the fiscal year ending September 30, 2025. These shares were issued in the third quarter of fiscal year 2026.
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on September 3, 2025, the Company issued shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on September 3, 2025, the Company issued shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.
On September
30, 2025, the Company entered into a debt conversion agreement with an investor to settle outstanding obligations totaling $
Non-Controlling Interest
Wafer
Manufacturing Corporation (“WMC”) is a consolidated joint venture in which the Company holds a
During the nine-month
period ended June 30, 2026, the Company recorded a gain of $
Ausquartz Sands Pty Ltd (“AQS”) is a consolidated joint venture held through Ausquartz Group Holdings Pty Ltd (“AGH”), an indirect subsidiary of the Company held through QSM/US, which owns a 74% interest in AQS. The remaining 26% is owned by a non-controlling interest. As a majority owner, the Company consolidates Ausquartz Sands’ financial results in its consolidated financial statements.
During the nine-month
period ended June 30, 2026, the Company recorded a gain of $
During
the nine-month period ended June 30, 2026, 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
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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 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 $
As
of June 30, 2026, the balance sheet includes a ROU asset of $
The future minimum payments on operating leases for each of the next two years and in the aggregate amount to the following:
| In USD | |||
| 2026 | $ | $ | |
| 2027 | |||
| Total operating lease liabilities | $ | $ | |
Rent
expense for the period ended June 30, 2026 and September 30, 2025 was $
Finance Leases
As of June 30, 2026 and June 30, 2025, the Company had no finance leases.
21
NOTE 9 – OTHER RECEIVABLE
As
of September 30, 2024, the balance of Other Receivables included $
During
the 2024 fiscal year, the Company entered into an arrangement with a third-party financing provider that advanced funds to the Company
based on the anticipated rebate. Upon receipt of the rebate from the Australian Taxation Office in October 2024, the financing provider
deducted its fees and remitted the net proceeds to the Company. During the three months ended December 31, 2024, the Company collected
$
NOTE 10 – SUBSEQUENT EVENTS
Pursuant to the terms of a consulting agreement, the Company granted 5,000,000 shares of common stock to Mr. Yan Zhou 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 250,000 shares of common stock to Brookside Communications Group 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 executed on July 1, 2026, the Company granted 6,000,000 shares of common stock to Mr. Charles Wantrup as a sign-on bonus. 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 executed on July 1, 2026, the Company granted 7,000,000 shares of common stock to Mr. Anthony Leigh as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
On July 29, 2026, the Company entered into a share purchase agreement with a shareholder to issue 3,000,000 shares of common stock for cash at a purchase price of $0.0696 per share. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.
The Company has evaluated events occurring subsequent to June 30, 2026 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:
23
| · | 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
Status of Commercial Product Development
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 June 30, 2026 and 2025, we generated no revenues, and thus no cost of sales or gross profits.
For the fiscal quarter ended June 30, 2026 and 2025, we incurred $6,136,586 and $803,874 respectively in operating expenses.
For the fiscal quarter ended June 30, 2026 we recorded interest expense of $61,151, while in the fiscal quarter ended June 30, 2025 we incurred expenses of $73,837. Both items are represented by accrued interest on debt. Other income/(expense) of $631 was incurred in the fiscal quarter, June 30, 2026, and $5 in fiscal quarter, June 30, 2025.
24
For the nine months ended June 30, 2026, we reported net loss before taxes of $8,762,433, while in the nine months ended June 30, 2025, we reported a net loss before taxes of $2,565,809.
For the periods ended June 30, 2026 and September 30, 2025, our cash positions were $50,047 and $57,365, respectively.
As of June 30, 2026, we had total current liabilities of $5,377,248 while as of September 30, 2025, we had total current liabilities of $4,817,878 an increase of about 9%. Accrued interest payable increased from $248,881 to $315,323. Related party debt decreased from $1,836,248 to $1,582,547 during the period.
Liquidity and Capital Resources
As of June 30, 2026, we had $61,862 in total current assets and $5,377,248 in total current liabilities. Accordingly, we had a working capital deficit of $5,315,386.
Cash used in operating activities was $679,534 for the nine months ended June 30, 2026, as compared to $327,489 cash used in operating activities for the nine months ended June 30, 2025.
Cash used in investing activities was $201,110 for the nine months ended June 30, 2026, as compared to $0 cash used in investing activities for the nine months ended June 30, 2025.
Net cash provided by financing activities was $415,610 for the nine months ended June 30, 2026, as compared to $367,172 for the quarter ended June 30, 2025.
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, 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, 2025 due to the existence of the material weaknesses identified below:
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:
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 second quarter of our fiscal year ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
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: August 14, 2026 | By: | /s/ Jason May |
| Chief Executive Officer and Director | ||
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