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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 ~~June 30~~March 31, ~~2024~~2025

☐ 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 LTD

(Exact name of registrant as specified in its charter)

colorado		27-2888719
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification 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 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 ☐ 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 Filer ☐ Accelerated Filer ☐ Non-accelerated ~~Filer~~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 718, ~~2024~~2025, the registrant had ~~565~~718,~~279~~194,~~887~~ 059 outstanding shares of common stock.

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION		~~Page~~
Item 1.	Condensed Consolidated Balance Sheets (Unaudited)	13
Item 2.	Condensed Consolidated Statements of Operations and other comprehensive income (Unaudited)	24
Item 3.	Condensed Consolidated Statements of Changes in Stockholders’ Deficiency (Unaudited)	35
Item 4.	Condensed Consolidated Statements of Cash Flows (Unaudited)	58
Item 5.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1119
Item 6.	Controls and Procedures.	1522
PART II — OTHER INFORMATION
Item 1	Legal Proceedings	1724
Item 1A	Risk Factors	1724
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1724
Item 3	Defaults on Senior Securities	1724
Item 4	Mine Safety Disclosures	1724
Item 5	Other Information	1724
Item 6.	Exhibits.	1724
SIGNATURES		1824

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
	2024 (Unaudited)			2023
Assets
Current Assets:
Cash	$	1,083		$	1,094
Prepaid expenses		11,393			11,108
Total Current Assets		12,476			12,202
Other Assets:
Furniture and equipment, net of depreciation $79,291		706			937
Other receivable		1,000			4,015
Assets held for sale		—			976
Total Assets	$	14,182		$	18,130
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and other payable	$	1,118,599		$	1,273,453
Accrued interest payable		208,512			184,851
Due to related party		753,647			1,759,601
Notes payable, $60,000 in default		60,000			60,000
Notes payable – related party		53,543			71,713
Convertible notes payable, $100,747 in default		100,747			100,747
Convertible notes payable – related party, net of discount $8,560 and $0		79,949			—
Liabilities held for sale		—			1,546,794
Total Current Liabilities		2,374,997			4,997,159
Total Liabilities	$	2,374,997		$	4,997,159
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; 451,269,917 and 421,292,610 shares issued and outstanding		4,513			4,213
Additional paid-in capital		67,724,760			63,883,859
Stock Receivable		(795,000	)		(795,000	)
Stock Payable		—			—
Accumulated deficit		(69,538,679	)		(68,375,078	)
Accumulated other comprehensive income		243,591			302,977
Total Stockholders’ Deficit		(2,360,815	)		(4,979,029	)
Total Liabilities and Stockholders’ Deficit	$	14,182		$	18,130

(Unaudited)


	March 31,			September 30,
	2025			2024
Assets
Current Assets:
Cash	$	53,154		$	1,845
Prepaid expenses		10,802			11,923
Total Current Assets		63,956			13,768
Other Assets:
Furniture and equipment, net of depreciation $79,941 and $88,064		23,631			26,262
Other Receivable		7,320			89,864
Other Assets		189,680			16,204
Right of Use Asset		124,186			160,615
Total Assets	$	408,773		$	306,713

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and other payable	$	1,297,736		$	1,295,394
Accrued interest payable		241,507			222,679
Due to related party		1,918,818			852,743
Lease Liability		45,857			46,968
Notes payable – $60,000 in default, at 03/31/25 and 09/30/24		300,010			324,928
Notes payable – related party		93,639			97,395
Convertible notes payable, $100,747 in default		181,080			101,876
Convertible notes payable – related party, net of discount $39,090 and $4,083		197,677			84,426
Total Current Liabilities		4,276,324			3,026,409

Lease Liability		82,195			117,277
Total Liabilities	$	4,358,519		$	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; 655,244,059 and 569,779,887 shares issued and outstanding		6,554			5,698
Additional paid-in capital		69,254,488			68,769,472
Stock Receivable		(795,000	)		(795,000	)
Accumulated deficit		(72,703,324	)		(71,015,630	)
Accumulated other comprehensive income		288,120			198,672
Non-Controlling Interest		(584	)		(185	)
Total Stockholders’ Deficit		(3,949,746	)		(2,836,973	)
Total Liabilities and Stockholders’ Deficit	$	408,773		$	306,713

The accompanying notes are an integral part of these consolidated financial statements.

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

(Unaudited)

		Three Months Ending June 30							Nine Months Ending June 30
		Three Months Ending March 31,								Six Months Ending March 31,
		2024				2023			2024				2023
	2025				2024					2025					2024
Revenues		$—				$—			$—				$—
Revenue	$		—			$	—			$	—				$	—
Operating expenses
Operating Expenses:
Professional Services			~~275~~548,~~151~~565				~~322~~324,~~155~~917			~~972,805~~	1,494,220			~~610,262~~		617,653
General and administrative			2962,~~674~~726				7612,~~099~~718			~~68,598~~	82,835			~~130,737~~		36,944
Total operating expenses			~~304~~611,~~825~~291				~~398~~337,~~254~~635			~~1,041,403~~	1,577,055			~~740,999~~		654,597
Loss from operations			(~~304~~611,~~825~~291	)			(~~398~~337,~~254~~635	)		~~(1,041,403~~	)(1,577,055	)		~~(740,999~~	)	(654,597	)
Other income (expense)
Other Income (Expense):
Other income			4,792				8,116			18,632				25,078
Other income (expense)			1,142				5,800				(56,114	)				13,840
Interest expense			(1335,~~098~~327	)			(512,~~375~~695	)		~~(35,822~~	)(54,924	)		~~(15,510~~	)	(22,724	)
Loss on extinguishment of debt			(1,700	)			48			(1,700	)			(40,393	)
Total Other Income (Expense)			(34,185	)			(6,895	)			(111,038	)				(8,884	)
Total other income (expense)			(10,006	)			2,789			(18,890	)			(30,825	)
Net Income (Loss) from continuing operations	$		(645,476	)		$	(344,530	)		$	(1,688,093	)			$	(663,481	)
Discontinued Operations
Net Loss from discontinued operations			—				(31,796	)			—					(81,981	)
Loss from Discontinued Operations			103,308				—			103,308				—
Net Income (Loss)	$		(645,476	)		$	(376,326	)		$	(1,688,093	)			$	(745,462	)
Net Income (Loss)		$	(418,139	)		$	(395,465	)	$	(1,163,601	)		$	(771,824	)
Net Loss attributed to non-controlling interest	$		294			$	—			$	399				$	—
Other Comprehensive Income		$	(38,243	)		$	22,695		$	(59,386	)		$	(35,194	)
Net Loss attributed to Graphene & Solar Technologies Ltd.	$		(645,182	)		$	(376,326	)		$	(1,687,694	)			$	(745,462	)
Net Comprehensive Loss		$	(456,382	)		$	(372,770	)	$	(1,222,987	)		$	(807,018	)
Other Comprehensive Income	$		(12,656	)		$	87,987			$	89,448				$	(21,143	)
Income (Loss) per share:
Net Comprehensive Loss	$		(657,838	)		$	(288,339	)		$	(1,598,246	)			$	(766,605	)
Basic and diluted		$	(0.00	)		$	(0.00	)	$	(0.00	)		$	(0.00	)
Net Loss available to common shareholders	$		(657,838	)		$	(288,339	)		$	(1,598,246	)			$	(766,605	)
Weighted average shares outstanding			427,075,459				384,009,643			424,277,899				377,541,938
Income (Loss) per share:
Basic and diluted	$		(0.00	)		$	(0.00	)			(0.00	)			$	(0.00	)
Weighted average shares outstanding			647,389,204				422,939,605				631,553,637					422,879,932

The accompanying notes are an integral part of these consolidated financial statements.

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

(Unaudited)

Three and ~~Nine~~Six Months Ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024

																	Accumulated			Total
	Common Stock				Additional		Stock				Non-Controlling			Accumulated			Accumulated Comprehensive			Stockholders’
	Common Stock				Additional		Stock				Stock			Accumulated’			Comprehensive			Stockholders’
	Shares		Amount		Paid-in		Receivable				Interest			Deficit			Income			Deficit
	Shares		Amount		Paid-in		Receivable				Payable			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	)
Balance, September 30, 2023		421,292,610		4,213		63,883,859		(795,000	)			—			(68,375,078	)		302,977			(4,979,029	)
Stock-based compensation		53,453,544		535		321,311		—		—		—			—			—			321,846
Stock Based Compensation		—		—		—		—				44,400			—			—			44,400
Debt Discount on Notes Payable		20,000,000		200		94,536		—				—			—			—			94,736
Debt Discount on Notes Payable		600,000		6		11,577		—				7,096			—			—			18,679
Foreign currency translation adjustment		—		—		—		—				—			—			102,104			102,104
Foreign currency translation adjustment		—		—		—		—				—			—			(109,130	)		(109,130	)
Other comprehensive income, net of tax		—		—		—		—				(105	)		(1,042,512	)		—			(1,042,617	)
Net loss		—		—		—		—				—			(369,136	)		—			(369,136	)
Balance December 31, 2024		643,233,431		6,433		69,185,319		(795,000	)	—		(290	)		(72,208,142	)		300,776			(3,360,904	)
Balance, December 31, 2023		421,892,610		4,219		63,895,436		(795,000	)			51,496			(68,744,214	)		193,847			(5,394,216	)
Shares issued for cash		500,000		5		4,995		—				—			—			—			5,000
Stock Based Compensation		2,000,000		20		51,980		—				—			—			—			52,000
Debt Discount on Notes Payable		250,000		3		923		—				—			—			—			926
Debt Extinguishment		500,000		5		1,695		—				—			—			—			1,700
Foreign currency translation adjustment		—		—		—		—				—			—			87,987			87,987
Net loss		—		—		—		—				—			(376,326	)		—			(376,326	)
Balance, March 31, 2024		425,142,610		4,252		63,955,029		(795,000	)			51,496			(69,120,540	)		281,834			(5,622,929	)
Shares issued for cash		200,000		2		1,998		—				—			—			—			2,000
Stock Based Compensation		10,500,000		105		109,669		—				(44,400	)		—			—			65,374
Debt Settlement		14,677,307		147		2,003,040		—				—			—			—			2,003,187
Debt Discount on Notes Payable		750,000		7		8,205		—				(7,096	)		—			—			1,116
Sale of Subsidiary		—		—		1,646,819		—				—			—			—			1,646,819
Foreign currency translation adjustment		—		—		—		—				—			—			(38,243	)		(38,243	)
Net loss		—		—		—		—				—			(418,139	)		—			(418,139	)
Balance, June 30, 2024		451,269,917		4,513		67,724,760		(795,000	)			—			(69,538,679	)		243,591			(2,360,815	)

																Accumulated			Total
	Common Stock				Additional		Stock			Non-Controlling			Accumulated			Accumulated Comprehensive			Stockholders’
	Common Stock				Additional		Stock			Stock			Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Paid-in		Receivable			Interest			Deficit			Income			Deficit
	Shares		Amount		Paid-in		Receivable			Payable			Deficit			Income			Deficit
Balance December 31, 2024		643,233,431		6,433		69,185,319		(795,000	)		(290	)		(72,208,142	)		300,776			(3,360,904	)
Balance, September 30, 2022		374,305,480		3,748		63,527,513		(795,000	)		—			(67,070,016	)		290,563			(4,043,192	)
Debt Discount on Notes Payable		12,010,628		121		69,169		—			—			—			—			69,290
Foreign currency translation adjustment		—		—		—		—			—			—			(7412,~~455~~656	)		(7412,~~455~~656	)
Net loss		—		—		—		—			—			(176,458	)		—			(176,458	)
Other comprehensive income, net of tax		—		—		—		—			(294	)		(645,182	)		—			(645,476	)
Balance, December 31, 2022		374,305,480		3,748		63,527,513		(795,000	)		—			(67,246,474	)		216,108			(4,294,105	)
Balance March 31, 2025		655,244,059		6,554		69,254,488		(795,000	)		(584	)		(72,703,324	)		288,120			(3,949,746	)
Settlement of Notes		237,130		3		65,208		—			—			—			—			65,211
Foreign currency translation adjustment		—		—		—		—			—			—			16,566			16,566
Net loss		—		—		—		—			—			(199,901	)		—			(199,901	)
Balance, March 31,2023		374,542,610		3,751		63,592,721		(795,000	)		—			(67,446,375	)		232,674			(4,412,229	)
Stock Based Compensation		10,250,000		103		30,647		—			—			—			—			30,750
Foreign currency translation adjustment		—		—		—		—			—			—			22,695			22,695
Net loss		—		—		—		—			—			(395,465	)		—			(395,465	)
Balance, June 30, 2023		384,792,610		3,854		63,623,368		(795,000	)		—			(67,841,840	)		255,369			(4,754,249	)


	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		)

Shares issued for cash		500,000		5		4,995		—			—		—		—		5,000
Stock-based compensation		2,000,000		20		51,980		—			—		—		—		52,000
Debt Discount on Notes Payable		750,000		8		2,485		—			—		—		—		2,493
Foreign currency translation adjustment		—		—		—		—			—		—		87,987		87,987
Other comprehensive income, net of tax		—		—		—		—			—		(376,326	)	—		(376,326	)
Balance March 31, 2024		425,142,610		4,258		63,954,890		(795,000	)		51,496		(69,120,540	)	281,834		(5,623,062	)

The accompanying notes are an integral part of these consolidated financial statements.

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the ~~Nine~~Six-Month Period Ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024

(Unaudited)

	2024			2023
	2025			2024
Cash flows from operating activities
Net Income (loss)	$	(1,~~163~~688,~~601~~093	)	$	(~~771~~745,~~824~~462	)
Adjustments to reconcile net income/(loss) to net cash from operating activities:
Stock-based compensation		~~161~~321,~~774~~846			3096,~~750~~400
Depreciation expense		~~252~~164			~~254~~167
Loss on Debt Extinguishment		1,700			—
Amortization of discount		27,207			7,277
Amortization of discount		12,161			—
Changes in operating assets and liabilities:
Loss on Settlement of Debt		—			40,393
Accounts payable		74,676			181,316
Change in operating assets and liabilities:
Accrued interest payable		30,233			15,447
Accounts payable		295,850			167,158
Other assets		(175,000	)		—
Accrued interest payable		23,661			15,510
Other receivables		75,665			4,015
Other Receivables		4,015			(1,921	)
Right of use assets		21,748			—
Pre-Payments		—			—
Lease liabilities		(21,160	)		—
Due to related parties		~~611~~1,~~027~~066,271			~~472~~377,~~730~~000
Net cash used in operating activities		(53266,~~161~~443	)		(4663,~~950~~840	)
Cash flows from investing activities		—			—
Cash for sale of subsidiary		—			—
Net cash used in investing activities		—			—
Cash flows from financing activities
Proceeds from issuance of common stock		~~7,000~~—			—5,000
Due to Affiliates		—(823	)		~~51,694~~—
Issuance of convertible note – related party		70,399			—
Issuance of convertible note		220,106			—
Net cash from financing activities		77,399			51,694
Issuance of convertible note – related party		100,000			59,658
Effect of currency translations to cash flow		(24,189	)		(1,106	)
Net cash from financing activities		319,283			64,658
Net change in cash and cash equivalents		(11	)		3,638
Effect of currency translations to cash flow		(1,531	)		(392	)
Beginning of period		1,094			2,857
Net change in cash and cash equivalents		51,309			426
End of period	$	1,083		$	6,495
Beginning of period		1,845			1,094
End of period	$	53,154		$	1,520

Supplemental cash flow information	Quarter ended ~~June~~March 3031,
	2024		2023
Interest paid	$	—	$	—
Taxes	$	—	$	—
Noncash investing and financing activities:
Settlement of Debt for Common Stock		2,003,187		24,818
Capitalization of Interest	$	9,168	$	—
Issuance of Common Stock as Debt Discount		20164,~~721~~026		—21,172

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, 2023.

Going ~~Concern~~ Concern – The Company has incurred cumulative net losses since inception of $6972,~~538~~703,~~679~~324 at ~~June~~March 3031, ~~2024~~2025. Accordingly, it requires ~~capital~~ 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~~ 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, ~~2023~~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.

6Cash 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 March 31, 2025 and 2024, the Company had $53,154 and $1,520 in cash, respectively, and no cash equivalents.

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, 2024 and September 30, 2023, the Company had $1,083 and $1,094 in cash, respectively, and no cash equivalents.9

Derivative Financial Instruments – The Company accounts for freestanding contracts that are settled in a company’s own stock, including common stock warrants, to be designated as an equity instrument or generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations.

The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows.

At the date of the conversion of any convertible debt, the pro rata fair value of the related embedded derivative liability is transferred to additional paid-in capital.

There was no derivative activity in fiscal quarter ending June 30, 2024. Therefore, no derivative liabilities were recorded during the quarter ended June 30, 2024.

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 period ended March 31, 2025, the Company issued 85,464,172 shares of the Company’s common stock.

Total stock-based compensation expense was $321,650 for the six-months ended March 31, 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.

~~Earnings~~Other comprehensive ~~Per~~income ~~Share~~loss –was ~~Basic~~$12,656 ~~earnings~~and ~~per~~$87,987 ~~share~~for ~~have been calculated based upon~~ the ~~weighted-average~~quarters ~~number~~ended ofMarch ~~common~~31, ~~shares~~2025 ~~outstanding. Diluted~~and ~~earnings~~2024, ~~per share were not calculated as such potential shares would be anti-dilutive~~respectively.

~~Reclassifications~~Accumulated other –comprehensive ~~Certain~~income ~~amounts~~loss ~~previously~~was ~~presented~~$288,120 ~~for~~and ~~prior~~$281,834 ~~periods~~for ~~have been reclassified to conform to~~ the ~~current~~quarters ~~presentation.~~ended ~~The reclassifications~~March ~~had~~31, no2025 ~~effect~~and ~~on net loss~~2024, ~~working capital or equity previously reported~~respectively.

~~Assets~~Earnings ~~and~~Per ~~Liabilities~~Share ~~Held~~- ~~for~~Basic ~~Sale~~earnings –per ~~Assets~~share ~~and~~have ~~liabilities~~been ~~are~~calculated ~~classified~~based asupon ~~held for sale when management commits to a plan to sell~~ the ~~asset~~weighted-average ornumber ~~settle~~of ~~the~~common ~~liability,~~shares ~~and it is probable that the sale will occur within one year~~outstanding. ~~These assets and liabilities are~~Diluted ~~measured~~earnings atper ~~the~~share ~~lower~~were ofnot ~~their~~calculated ~~carrying~~as ~~amount~~such orpotential ~~fair~~shares ~~value~~would ~~less~~be ~~costs to sell~~anti-dilutive. ~~Any adjustments to the carrying amounts are recognized in the period the asset is classified as held for sale.~~

7Reclassifications - 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 – ~~NOTES~~PROPERTY ~~PAYABLE~~AND EQUIPMENT

~~The~~Property and ~~Company’s~~equipment ~~indebtedness~~ as of ~~June~~March 3031, ~~2024~~2025 and September 30, ~~2023~~2024 ~~were~~are summarized as follows:

Schedule of notes payable
Schedule of property and equipment
Description	June 30, 2024			September 30, 2023
	March 31,			September 30,
Convertible notes	$	100,747		$	100,747
	2025			2024
Convertible notes – related party, net of discount $8,560		79,949			—
Laboratory and factory equipment	$	75,843		$	76,609
Notes Payable	$	60,000		$	60,000
Computers		—			4,094
Notes Payable – Related Parties	$	53,543		$	71,713
Furniture and fixtures		27,729			33,623
Property and equipment, gross		103,572			114,326
Less accumulated depreciation		(79,941	)		(88,064	)
Net property and equipment	$	23,631		$	26,262

~~Notes~~Depreciation ~~Payable~~expense for the quarter ended March 31, 2025 and ~~Other~~the ~~Loans~~year-end September 30, 2024 were $164 and $338, respectively.

~~During 2015~~NOTE ~~and~~4 ~~2016,~~– ~~the~~OTHER 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 June 30, 2024 and September 30, 2023, the total promissory notes payable balance was $113,214 and $108,710 including accrued interest of $53,214 and $48,710, 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.ASSETS

~~During the~~Other ~~year~~assets ~~ended~~consist ~~September~~of ~~30, 2020, a Company Advisor, loaned~~ the ~~Company $5,781. The loan is a demand note at zero interest.~~following:

Schedule of other assets
	March 31,		September 30,
	2025		2024
Security deposit – rental bond (Melbourne, Australia)	$	14,680	$	16,204
Deferred offering costs		175,000		—
Total other assets	$	189,680	$	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 March 31, 2025, no offering had been completed. These costs have been capitalized in accordance with ASC 340-10 and will be offset against the proceeds of such offerings, if and when they occur

NOTE 5 – NOTES PAYABLE

The Company’s indebtedness as of March 31, 2025 and September 30, 2024 were as follows:

Schedule of notes payable
Description	March 31, 2024		September 30, 2024
Notes payable – $60,000 in default, at 03/31/25 and 09/30/24	$	300,010	$	324,928
Notes payable – related party		93,639		97,395
Convertible notes payable, $100,747 in default	$	181,080	$	101,876
Convertible notes payable – related party, net of discount $39,090 and $4,083	$	197,677	$	84,426

Convertible Notes Payable

AsOn 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, ~~2024~~2015. ~~and~~The ~~September~~notes, 30with interest at 15%, ~~2023~~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. ~~representing~~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 March 31, 2025, noteholders representing $70,747 in outstanding principal had not requested the exchange of shares of common stock. As of ~~June~~March 3031, ~~2024~~2025 and ~~September 30~~2024, ~~2023,~~ the exchange obligation payable was $~~187~~195,~~476~~442 and $~~179~~184,~~510~~830, including accrued interest of $~~116~~124,~~728~~695 and $~~108~~114,~~762~~083, respectively. As of ~~June~~March 3031, ~~2024~~ 2025 and ~~September 30~~2024, ~~2023,~~ the exchange obligation was for 56 59,~~639~~046 shares and 5455,~~233~~840 shares of common stock, respectively. ~~The Company has not extended the maturity dates and the notes are in default.~~

On ~~February~~ 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~~shares. The Company has not extended the maturity date and the note is in default. As of ~~June~~March 3031, ~~2024~~2025 and September 30, ~~2023~~2024, the total convertible note payable balance was $5557,~~249~~501 and $5256,~~997~~005, including accrued interest of $2527,~~249~~501 and $2226,~~997,~~005 respectively. As of ~~June~~March 3031, ~~2024~~2025 and September 30, ~~2023~~2024, the exchange obligation was for ~~110~~115,~~498~~ 002 shares and ~~105~~112,~~994~~010 shares of common stock, respectively. ~~The Company has not extended the maturity date and the note is in default.~~

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 March 31, 2025 and September 30, 2024, the total convertible note payable balance is $103,315 and $0, including accrued interest of $3,315 and $0, respectively. As of March 31, 2025 and September 30, 2024, the exchange obligation is for 413,260 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 $8,435.

On January 21, 2025, the Company issued a convertible secured note payable of $100,000 to an individual. The note matures on January 21, 2027, 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 March 31, 2025 and September 30, 2024, the total convertible note payable balance is $102,466 and $0, including accrued interest of $2,466 and $0, respectively. As of March 31, 2025 and September 30, 2024, the exchange obligation is for 409,864 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 $6,292.

On February 26, 2025, the Company issued a convertible secured note payable of $16,665 to an individual. The note matures on February 26, 2027, 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 March 31, 2025 and September 30, 2024, the total convertible note payable balance is $16,934 and $0, including accrued interest of $269 and $0, respectively. As of March 31, 2025 and September 30, 2024, the exchange obligation is for 67,736 shares and 0 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 1,666,500 shares of common stock to the lender. The Company recorded an initial debt discount of $2,174 upon the issuance of the notes, with subsequent amortization of debt discount totaling $98.

On February 26, 2025, the Company issued a convertible secured note payable of $3,441 to an individual. The note matures on February 26, 2027, 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 March 31, 2025 and September 30, 2024, the total convertible note payable balance is $3,497 and $0, including accrued interest of $56 and $0, respectively. As of March 31, 2025 and September 30, 2024, the exchange obligation is for 13,988 shares and 0 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 344,128 shares of common stock to the lender. The Company recorded an initial debt discount of $449 upon the issuance of the notes, with subsequent amortization of debt discount totaling $20.

Convertible Notes Payable – Related Party

During ~~the~~ 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. ~~Their~~ ~~maturity~~The ~~dates~~notes ~~are~~matured ~~set~~in ~~for~~ 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 ~~June~~March 3031, ~~2024~~2025, the total balance of promissory notes payable stood at $5356,~~198~~952, inclusive of accrued interest totaling $36,~~198~~952. Moreover, the exchange obligation associated with these notes amounted to ~~531~~569,~~980~~ 520 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 $1118,~~862~~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.

During ~~the~~ the quarter ended March 31, 2024, the Company entered into ~~agreements~~an agreement to issue a convertible note payable with a director serving on the board. The ~~notes~~note ~~carry~~carries an aggregate principal balance of $27,828 and ~~accrue~~accrues interest at a rate of 10% per annum. ~~Their~~The ~~maturity~~note ~~dates are~~matures ~~set~~in ~~for~~ March 2025. Additionally, the ~~notes~~note ~~offer~~offers the option for conversion into common shares of the Company at the discretion of ~~the~~ the holder, with a conversion rate of $0.10 per share. As of ~~June~~March 3031, ~~2024~~2025, the total balance of promissory notes payable stood at $2932,~~994~~083, inclusive of accrued interest totaling $24,~~166~~255. Moreover, the exchange obligation associated with these notes amounted to ~~299~~320,~~940 shares~~830 shares of common stock. In return for providing the loan, the Company authorized and issued ~~500~~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 $2,493. 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 $~~681~~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.

8During 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 March 31, 2025, the total balance of promissory notes payable stood at $11,653, inclusive of accrued interest totaling $972. Moreover, the exchange obligation associated with these notes amounted to 116,530 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 $1,116 upon the issuance of the notes, with subsequent amortization of debt discount totaling $1,116. 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 June 30, 2024, the Company entered into agreements to issue a convertible note payable with a director serving on the board. The notes carry an aggregate principal balance of $10,681 and accrue interest at a rate of 10% per annum. Their maturity dates are set for June 2025. 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 June 30, 2024, the total balance of promissory notes payable stood at $10,775, inclusive of accrued interest totaling $94. Moreover, the exchange obligation associated with these notes amounted to 107,750 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 $1,116 upon the issuance of the notes, with subsequent amortization of debt discount totaling $57.12

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 March 31, 2025, the total balance of promissory notes payable stood at $103,315, inclusive of accrued interest totaling $3,315. Moreover, the exchange obligation associated with these notes amounted to 413,260 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 $8,500.

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 March 31, 2025 and September 30, 2024, the total promissory notes payable balance was $117,718 and $114,726 including accrued interest of $57,718 and $54,726, 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 March 31, 2025 and 2024, the total notes payable balance was $162,346 and $158,970, including interest of $5,346 and $1,970, respectively.

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 ~~December~~ 5February 28, ~~2022~~2023, the Company entered into a Promissory Loan Note with ~~Mr.~~MI ~~Andrew~~Labs ~~Liang~~Pty Ltd, in the amount of US$2050,000 (of which $46,043 was received by the company as of March 31, 2025) with a maturity date of ~~December~~February 528, ~~2023~~2024. The loan will accrue interest at the rate of 10% per annum. ~~To date, the note has not been paid.~~

OnDuring ~~February~~July ~~28,~~ 2023, ~~the Company entered into a Promissory Loan Note with~~ MI Labs Pty Ltd, inloaned ~~the~~Ausquartz ~~amount~~Sands ofPty Ltd US$5031,~~000~~352. ~~(of~~The ~~which~~loan ~~$33,543 was~~is ~~received by the company as of June 30, 2024) with~~ a ~~maturity~~demand ~~date~~note ofon ~~February~~zero ~~28, 2024~~interest. ~~The~~This ~~loan~~liability ~~will~~was ~~accrue~~assumed by ~~interest~~the atCompany ~~the~~following ~~rate 10%~~its ~~per~~acquisition ~~annum.~~of ToAusquartz ~~date,~~Group ~~the~~Holdings ~~note~~Pty ~~has~~Ltd ~~not~~on ~~been~~July ~~paid~~28, 2024.

~~NOTE~~On December 5, 2022, the Company entered 4-into ~~RELATED~~a ~~PARTY~~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.

MIDuring the ~~Labs~~year ~~Pty~~ended ~~Ltd~~September 30, ~~a management company controlled by Mr. Jason May~~2020, ~~the Company’s Chief Executive Officer and~~ a Company Director, ~~provides management~~loaned ~~services to~~ the Company ~~for which the Company is charged~~ $255,~~000 monthly~~781. ~~During~~The ~~the~~loan ~~nine~~is ~~months~~a ~~ended~~demand ~~June~~note ~~30,~~at ~~2024,~~zero ~~the Company incurred charges to operations of $225,000 with respect to this arrangement~~interest.

~~CSA~~NOTE ~~Liang~~6 ~~Pty~~– ~~Ltd,~~RELATED a management company controlled by Mr. Andrew Liang, a Company Director, provided corporate advisor services to the Company for which the Company is charged $5,000 monthly. During the nine months ended June 30, 2024, the Company incurred charges to operations of $45,000 with respect to this arrangement.PARTY

~~Sativus Investments,~~MI Labs Pty Ltd, a management company controlled by Mr. ~~Paul~~Jason ~~Saffron~~May, the Company’s Chief ~~Operations~~Executive Officer and a Company Director, provides management ~~services~~ services to the Company for which the Company is charged $2025,000 monthly. During the ~~nine~~three months ended ~~June~~March 3031, ~~2024~~2025, the Company incurred ~~charges~~ charges to operations of $~~180~~75,000 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 March 31, 2025, 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 March 31, 2025, 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 March 31, 2025, 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 March 31, 2025, the Company incurred charges to operations of $60,000 with respect to this arrangement.

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 3.

Pagemark Limited, a management company controlled by Mr. David Halstead, a Company Director, entered into a convertible note agreement with the Company – see NOTE 3.

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.

OnSTR Ventures ~~June~~is ~~26,~~considered ~~2024,~~ a ~~liability~~related party of the Company due to its ownership of ~~$1,536,006~~more ~~was~~than ~~settled~~5% ~~with~~of Mrthe Company’s outstanding stock. ~~Jason~~As ~~May~~of inthe period ~~exchange~~ended ~~for~~March 1031,~~005~~ 2025,~~500~~ ~~shares~~the Company owed STR Ventures $244,000 in accrued consulting fees. These fees relate to ongoing consulting services provided by STR Ventures under the terms of an existing consulting agreement.

OnDuring ~~June~~the ~~27,~~quarters ~~2024,~~ended ~~the~~March ~~Company~~31, ~~sold~~2025 USand ~~Thin-Films Corporation~~2024, astock-based ~~wholly~~compensation ~~owned~~expense ~~subsidiary,~~relating to ~~Thin~~directors, ~~Film Technologies Ltd.~~officers, aaffiliates ~~company~~and ~~controlled~~related byparties ~~Mr.~~was ~~David~~$0 ~~Halstead,~~(no ashares) ~~Company Director, for~~ and $152,000. ~~This transaction resulted in a gain of $1~~(2,~~646~~000,~~819,~~000 ~~which was recorded in Additional Paid-In Capital. Prior to the sale~~shares), ~~the Company had a net liability of $1,645,819~~respectively.

~~During~~NOTE ~~nine-months~~7 ~~period~~– ~~ended~~STOCKHOLDERS’ ~~June 30, 2024 and 2023, stock-based compensation expense relating to directors, officers, affiliates and related parties was $184,685 (14,005,500 shares) and $0 (0 shares), respectively.~~ EQUITY

985,464,172 new common shares were issued during the six- month period ending March 31, 2025. 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 March 31, 2024.

~~NOTE~~Pursuant to the terms of a consulting agreement, the Company issued 5,000,000 –shares ~~STOCKHOLDERS’~~of ~~EQUITY~~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.

29Pursuant to the terms of a consulting agreement,~~977~~ the Company issued 2,~~307 new~~000,000 shares of common ~~shares~~stock ~~were~~to ~~issued~~Mr. Paul Saffron as compensation for services rendered during the ~~nine-month~~fiscal ~~period~~year ending ~~June~~September 30, ~~2024~~2025. The ~~Company~~shares ~~has~~were avalued ~~total~~at ofa ~~5,778,367~~fair ~~shares~~value ~~that~~of ~~remain approved~~$14,200 ~~reserved~~on ~~and~~the ~~outstanding~~grant ~~and~~date, ~~not~~based on ~~yet issued by~~ the ~~Transfer~~closing ~~Agent~~market atprice ~~June~~of ~~30,~~$0.0071 ~~2024~~per share.

~~During~~ Pursuant to the ~~quarter~~terms of ~~ended~~a ~~June~~consulting 30agreement, ~~2024,~~ the Company issued 251,~~727~~000,~~307~~000 shares of ~~the Company’s~~ common stock to ~~members~~Ms. ofKristi ~~the~~Steele ~~Board~~as ~~of Directors,~~compensation ~~employees,~~for ~~and~~services ~~consultants.~~rendered during ~~The~~the ~~fair~~fiscal ~~value~~year ofending ~~the~~September ~~shares~~30, as2025. ~~determined~~The byshares ~~reference~~were ~~market~~valued ~~price~~at ofa ~~the~~fair ~~Company’s~~value ~~common stock~~of $7,100 on ~~each~~the grant date, ~~aggregated~~based on the closing market price of $~~340,741~~0.0071 per share.

~~Total~~Pursuant to the terms ~~stock-based~~of ~~compensation~~a ~~expense~~consulting ~~was~~agreement, ~~$161~~the Company issued 1,~~775~~000,000 shares of common stock to Mr. David Hare as compensation for services rendered during the ~~nine-months~~fiscal ~~ended~~year ~~June~~ending September 30, ~~2024~~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.

14~~,677,307 new common shares were issued during the nine-month period ending June 30, 2024 for settlement of related party and affiliated debt and liabilities totaling $2,003,187.~~

~~NOTE~~Pursuant to 6the –terms ~~COMMITMENTS~~of &a ~~CONTINGENCIES~~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.

~~Contingencies~~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.

~~From time~~Pursuant to ~~time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in~~ the ~~normal~~terms ~~course~~ of ~~our~~a ~~business.~~consulting ~~The ultimate amount of liability~~agreement, ~~if any, for any claims of any type (either alone or in~~ the ~~aggregate)~~ ~~may~~Company ~~materially~~issued ~~and~~a ~~adversely~~total ~~affect our financial condition, results~~ of ~~operations and liquidity. In addition~~22,000,000 ~~the ultimate~~shares ~~outcome~~ of ~~any~~common ~~litigation~~stock isto ~~uncertain~~Ms. ~~Any~~Kristine ~~outcome,~~Woo ~~whether~~as ~~favorable~~compensation for orservices ~~unfavorable,~~rendered ~~may~~during ~~materially~~the ~~and~~fiscal ~~adversely~~year ~~affect us~~ending ~~due~~September ~~to legal costs and expenses~~30, ~~diversion~~2025. ofThe ~~management~~shares ~~attention~~were ~~and~~valued ~~other~~at ~~factors.~~a Wefair ~~expense~~value ~~legal~~of ~~costs~~$124,200 inon the ~~period~~grant ~~incurred.~~dates, Webased ~~cannot~~on ~~assure~~the ~~you~~closing ~~that~~market ~~additional~~prices ~~contingencies~~ of a$0.0071 ~~legal nature or contingencies having legal aspects will not be asserted against us in the future,~~ and ~~these matters could relate to prior, current, or future transactions or events~~$0.0055 Asper ~~of June 30~~share, ~~2024, there were no pending or threatened litigation against the Company~~respectively.

~~NOTE~~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 ~~SALE~~the OFgrant USdate, ~~THIN-FILMS~~based ~~CORPORATION~~on the closing market price of $0.0071 per share.

~~During~~ Pursuant to the ~~quarter~~terms of a consulting agreement, USthe ~~Thin-Films~~Company ~~Corporation~~issued ~~was~~7,500,000 ~~sold~~shares of common stock to aMr. ~~related~~Russell ~~party~~Krause ~~entity~~as compensation for ~~$1,000,~~services ~~resulting~~rendered during inthe afiscal ~~net~~year ~~liability~~ending ofSeptember $130,~~645,819~~ ~~being recognized~~2025. –The ~~see~~shares ~~NOTE~~were 4.valued ~~The~~at ~~sale~~a fair value of $41,250 on the ~~entity~~grant ~~resulted~~date, inbased on the ~~discontinued~~closing market ~~operations~~price of US$0.0055 ~~Thin-Films~~per ~~Corporation~~share.

~~NOTE~~On November 20, 2024, 8the –Company ~~SUBSEQUENT~~entered ~~EVENTS~~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.

~~Mr.~~On November 21, 2024, ~~David~~the ~~Halstead~~Company ~~was~~entered ~~granted~~into ~~500~~a convertible loan agreement with an investor. Pursuant to the terms of the agreement,~~000~~ ~~shares~~the ~~for~~Company ~~Directors~~issued ~~annual~~10,000,000 shares ~~compensation~~of ~~for~~common ~~fiscal~~stock ~~year~~to ~~2023/2024~~the noteholder. The shares were ~~issued~~valued inat ~~July~~a fair value of $90,000, based on the market price of $0.0090 per ~~2024~~share on the date of issuance.

~~Mr.~~On December 2, 2024, ~~Andrew~~the ~~Liang~~Company ~~was~~entered ~~granted~~into ~~500~~a convertible loan agreement with an investor. Pursuant to the terms of the agreement,~~000~~ ~~shares~~the ~~for~~Company ~~Directors~~issued ~~annual~~1,105,884 shares ~~compensation~~of ~~for~~common ~~fiscal~~stock ~~year~~to ~~2023/2024~~the noteholder. The shares were ~~issued~~valued inat ~~July~~a ~~2024~~fair value of $111, based on the market price of $0.0001 per share on the date of issuance.

~~Mr.~~On December 2, 2024, ~~Charles~~the ~~Wantrup~~Company ~~was~~entered ~~granted~~into ~~500~~a convertible loan agreement with an investor. Pursuant to the terms of the agreement,~~000~~ ~~shares~~the ~~for~~Company ~~Directors~~issued ~~annual~~847,660 shares ~~compensation~~of ~~for~~common ~~fiscal~~stock ~~year~~to ~~2023/2024~~the noteholder. The shares were ~~issued~~valued inat ~~July~~a fair value of $85, based on the market price of $0.0001 per share ~~2024~~on the date of issuance.

~~Mr.~~On January 21, 2025, ~~Jeffrey~~the ~~Freedman~~Company ~~was~~entered ~~granted~~into ~~500~~a convertible loan agreement with an investor. Pursuant to the terms of the agreement,~~000~~ ~~shares~~the ~~for~~Company ~~Directors~~issued ~~annual~~10,000,000 shares ~~compensation~~of ~~for~~common ~~fiscal~~stock ~~year~~to ~~2023/2024~~the noteholder. The shares were ~~issued~~valued inat ~~July~~a fair value of $200,000, based on the market price of $0.0015 per ~~2024~~share on the date of issuance.

~~Henosis Limited~~On ~~was~~February ~~granted 100~~26,~~000,000~~ ~~shares~~2025, the ~~per~~Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the ~~Share~~agreement, ~~Sale~~the ~~and~~Company ~~Purchase~~issued ~~Agreement~~1,666,500 shares ~~dated~~of ~~July~~common ~~28,~~stock ~~2024~~to the noteholder. The shares were ~~issued~~valued at a fair value of $2,500 based on the market price of $0.0015 per share inon ~~July~~the ~~2024~~date of issuance.

On ~~June~~February 26, ~~2024~~2025, the aCompany ~~liability~~entered ~~due~~into ofa ~~$200,997~~convertible ~~was~~loan ~~settled~~agreement with Mran investor. ~~Andrew~~Pursuant ~~Liang~~to inthe ~~exchange~~terms ~~for~~of 2the agreement,~~009,970~~ the Company issued 344,128 shares of common stock to the noteholder. The shares were ~~issued~~valued at a fair value of $516 based on the market price of $0.0015 per share inon ~~September~~the ~~2024~~date of issuance.

~~Mr.~~Non-Controlling ~~David Hare was granted 2,500,000 shares, per the terms of his Consulting Agreement dated July 14, 2024. The shares were issued in September 2024.~~Interest

~~Ms.~~Wafer ~~Kristi~~Manufacturing ~~Steele~~Corporation ~~was~~(“WMC”) ~~granted~~is ~~2,500,000~~a ~~shares,~~consolidated ~~per~~joint ~~the~~venture ~~terms~~in ofwhich ~~her~~the ~~Consulting~~Company ~~Agreement~~holds ~~dated~~a ~~July~~75% ~~14,~~ownership ~~2024~~interest. The remaining ~~shares~~25% ~~were~~is ~~issued~~owned by a non-controlling interest. As a majority owner, the Company consolidates WMC’s financial results in ~~September~~its ~~2024~~consolidated financial statements.

~~Haminerals~~For ~~Pty~~the ~~Ltd~~quarter ~~was~~ended March ~~granted 5~~31,~~000,000~~ ~~shares~~2025, ~~per~~ the ~~terms~~Company recorded a gain of ~~their~~$294 ~~Consulting~~attributable ~~Agreement~~to ~~dated~~the ~~May~~non-controlling ~~01,~~interest ~~2024.~~in ~~The~~WMC, ~~shares~~representing ~~were~~the ~~issued~~portion of inWMC’s ~~September~~net ~~2024~~loss allocable to the minority ownership.

~~The Company has evaluated events occurring subsequent to June 30, 2024 through to the date these financial statements were issued and has identified no additional events requiring disclosure.~~15

10NOTE 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 March 31, 2025, the balance sheet includes a ROU asset of $124,186 and lease liabilities of $82,195 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:


		In USD
2025	$	$46,968
2026		55,338
2027		61,939
Total operating lease liabilities	$	$164,245

Rent expense for the period ended March 31, 2025 and 2023 was $54,610 and $11,453, respectively, and is included in “General and Administrative” expenses on the related statements of operations.

Finance Leases

As of March 31, 2025 and March 31, 2024, 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

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.

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 March 31, 2025 through to the date these financial statements were issued and has identified no additional events requiring disclosure.

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, ~~2023~~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

~~The core business of~~ GSTX is focused on manufacturing ~~the~~silicon ~~materials~~wafers ~~and technologies~~ for asupply ~~greener~~into ~~more sustainable future. In line with~~ the UNsolar ~~Sustainable Development~~manufacturing ~~Goals (https://sdgs~~sector.~~un.org/goals),~~ ~~the~~Silicon ~~company~~wafers isare ~~focused~~the oncore ~~two~~material ~~key~~used ~~sectors, energy and water. GSTX has established/acquired~~for amaking ~~portfolio~~solar ~~of businesses specializing in using advanced manufacturing to make advanced materials for energy and water production~~cells. ~~With a~~The ~~strong~~solar ~~ESG~~panel ~~focus~~supply ~~the~~chain ~~company~~can isbe ~~committed~~depicted toas ~~establishing local manufacturing of tangible products for local markets.~~follows:

In the energy space, the company is leveraging its existing business and management’s core competency to reshore solar manufacturing. The initial target markets are USA and Australia but exploring opportunities in Southeast Asia and Europe. A made locally approach.

The solar market is growing strongly (>10% annual growth). In addition to its strong environmental credentials, solar is now the cheapest form of electricity generation. The fundamental economics of solar are driving this market growth. With the market adoption, and price reductions, of short-term battery storage, many solar and battery installations are completely independent of grid-based distribution. Solar is a mature, proven technology.

During Q1 in the USA alone a record 11GW of solar was installed. This accounted for 75% of new energy installations in America. Currently in the US alone there are approximately 15GW of solar cell and panel manufacturing factories under construction. There are an additional approximate 15GW of factories in planning. The solar market in the USA at present is very strong. A solar panel is made up of multiple solar cells made from silicon wafers. At present 99% of all silicon wafers are made in China. US-based silicon wafer production and the majority of cell and panel production ceased over a decade ago. As a result, China completely dominates solar manufacturing. All but one of the new American based factories are relying on Chinese produced wafers for their production. GSTX plans to be the first company in production of American made silicon wafers during Q3/Q4 2025.

Silicon Wafer Manufacturing

The solar 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 ~~new,~~ wholly owned, subsidiary, The Quartz & Silicon Materials Company ~~Ltd~~Limited ~~(“QSM”)~~ to ~~hold~~develop its ~~businesses~~ ~~involved in the~~ solar manufacturing ~~sector~~related projects. ~~QSM~~Early isplanning ~~the~~for ~~parent~~several ~~company~~projects ~~for~~is underway, including:

· ~~Ausquartz~~Acquisition ~~Group~~of ~~Holdings~~quartz ~~(AUSQUARTZ)~~resources ~~– An Australian based company with world class expertise~~ in ~~high purity quartz~~Australia. ~~Ausquartz~~Development ~~operates~~of aseveral ~~test~~prospective ~~and~~resources ~~pilot production facility~~ in ~~Melbourne~~Brail, ~~Australia.~~USA, ~~The~~Canada ~~company is successfully producing solar~~ and ~~semiconductor grade quartz sand~~Europe.

· ~~Wafer Manufacturing Company (WMC) –~~ A ~~USA~~completed ~~based~~acquisition ~~company~~of ~~developing~~Ausquartz ~~silicon~~Group ~~wafer~~Holding ~~manufacturing~~Pty ~~operations~~Ltd, ~~for~~a ~~supplying~~company ~~downstream~~associated ~~solar~~with ~~cell~~CEO ~~manufacturers.~~Jason ~~WMC~~May, isspecializing ain ~~joint~~high ~~venture~~purity ~~with~~quartz ~~American Solar Manufacturing Corporation~~processing.

· ~~Southern Silicon –~~ A ~~New~~10GW ~~Zealand~~wafer ~~based~~facility ~~company~~in ~~developing a silicon metal smelter and a polysilicon production plant on~~ the ~~South Island of New Zealand. These two facilities will utilise local resources and green (renewable) power.~~USA,

~~These three~~· ~~key~~A ~~businesses~~10GW ~~provide~~wafer anfacility ~~integrated supply chain for the production and delivery of silicon wafers. QSM is structured to take advantage of the American “Inflation Reduction 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.~~

~~Water Harvesting~~· A 60,000 metric ton chemical grade silicon smelter in New Zealand

~~Water scarcity~~· isA ~~at the center of the world’s most significant challenges. The United Nations estimates approximately~~ 30~~% of the world’s population will face severe water shortages by 2025. Many people do not realise that the atmosphere~~,000 ~~the~~metric ~~air~~ton wesolar ~~breathe,~~grade ~~contains~~polysilicon aplant ~~significant amount of water. Humidity is water~~ in ~~the~~New air. Air can hold 1-2 ounces of water per cubic yard. At any one instant, the Earth’s atmosphere contains 37.5 trillion gallons of water vapor – enough to cover the entire surface of the planet with 1.5 inches of rain if condensed.Zealand

In parallel, massive population growth and urbanisation has led to an unprecedented demand for fresh water. Investment in infrastructure has been woefully inadequate, resulting in severe and critical water stress globally. There are an estimated 13 trillion litres (3.4 trillion gal) of water floating in the atmosphere at any one time. There is 6 times as much fresh water in the air as in all rivers and lakes in the world.19

The US Inflation ~~Company~~Reduction isAct ~~continuing~~under ~~commercialization~~the ofBiden aera ~~unique~~administration ~~water~~had ~~harvesting~~strong ~~technology~~financial ~~utilizing~~support ~~modular,~~for ~~self-contained~~a ~~units~~wide ~~that~~range ~~can~~of berenewable businesses, including solar ormanufacturing. ~~grid~~With ~~powered~~the change of administration, ~~and~~the ~~deployed~~Trump inera, ~~urban~~significantly changed the policies and ~~rural~~support ~~environments.~~for ~~The~~renewables ~~water~~as ~~harvesters~~part of ~~will~~the ~~extract~~One ~~moisture~~Big ~~from~~Beautiful ~~the~~Bill ~~ambient~~Act. ~~air~~This ~~and~~was ~~collect as~~signed ~~100%~~into ~~pure~~law ~~fresh~~on ~~water~~July 4, 2025. ~~Each~~The ~~domestic~~US ~~water~~presidential ~~harvester~~election ~~will~~and bethe ~~capable~~first 6 months of ~~generating~~Trump’s presidency ~~30-50~~caused ~~liters~~a ~~(8-13~~significant ~~gal)~~amount of ~~pure~~uncertainty ~~fresh~~in ~~water~~the ~~per day~~solar ~~for~~manufacturing ~~personal~~sector. ~~use~~This did affect the operations of GSTX, but thankfully with ~~commercial~~the ~~models~~passing ~~collecting~~of upthe toOne ~~50,000~~Big ~~liters~~Beautiful ~~(13,000~~Bill ~~gal)~~there ~~per~~is ~~day.~~now ~~The~~positive ~~100%~~certainty ~~pure~~regarding ~~H20~~solar ~~extracted~~manufacturing ~~from~~incentives. ~~the~~In ~~atmosphere~~particular isthe ~~also~~section ~~suitable~~45 ~~for~~manufacturing ~~industrial~~production ~~use~~credit inframework ~~green~~has ~~hydrogen~~survived ~~production~~amendment and ~~pharmaceutical~~is a positive outcome for US solar manufacturing, and ~~semiconductor~~the ~~processing~~GSTX ~~plants~~business strategy.

ALiquidity ~~100%~~and ~~operational~~Capital subsidiary has been established for the water harvesting products. It will trade as Adaquo, which is a Latin verb meaning to supply water. The company has engaged the services of two industry veterans (20+ years’ experience) to assist with commercialization of the technology.Resources

~~Whilst still~~We ~~undertaking~~expect into ~~house~~require substantial ~~development~~additional offinancing to fund the ~~company’s~~construction ~~proprietary~~and ~~solid-state~~commissioning ~~technology,~~of ~~the~~our ~~company~~planned ismanufacturing ~~also~~facilities. ~~exploring~~We ~~opportunities~~ intend to ~~license~~pursue a combination of equity financing, debt financing, government incentives, and ~~distribute~~customer ~~existing~~offtake ~~products~~arrangements. There can be no assurance that ~~have~~such ~~been~~financing ~~market~~will ~~proven~~be available on anacceptable ~~exclusive~~terms ~~geographical~~or ~~basis~~at all.

12Supply Chain and Development Activities

~~Graphene~~The Company has been ~~Material~~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.

The company has a strong interest in the downstream, commercial, applications of graphene. Unfortunately, the graphene sector has struggled to achieve significant commercial adoption of its materials. In addition, the scalable, bulk, production of graphene is also yet to be achieved at commercially economic levels. Graphene continues to show early stage promising technological improvements, but larger scale business opportunities remain elusive. GSTX management remain active in the sector and believe that graphene has a commercial future, but at present GSTX has paused actively developing its graphene opportunities. Graphene remains an interest of the company and continues to monitor the sector. The company remains interested in bulk production of graphene for the additive markets.Outlook

USFor fiscal year 2025, ~~Thin~~the ~~Films~~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.

GSTX has recently restructured its shareholding in US Thin-Film Corporation. GSTX is now a minority shareholder (19%) of US Thin-Film Corporation.

Applications of the proprietary thin film in existing electronics applications outperforms current materials. Key applications include: Electromagnetic Interference (EMI) Shielding, Flexible Transparent Antennas (4G/5G communications), Transparent Heaters (windows, goggles, etc), Touch Displays (monitors, phones, tablets), Photovoltaic, OLED Lighting, Flexible Displays, Sensors, and numerous other electronic applications The US Thin-Film technology is superior to traditional/existing technology with multiple times the electrical conductivity of conventional ITO based transparent conductive films with a simple manufacturing method protected by the company’s patent portfolio.

The company is presently in discussions with several contract manufacturing groups to produce initial samples of its thin film technology, branded Dragonfly film, for product qualification and pre-sales activity purposes.

Other areas of interest

The Company is also exploring acquisition opportunities for Critical Resource Assets (Minerals with identified supply chain risk), rare earth mineral extraction, zero emission fossil fuel replacement, green hydrogen, and ammonia production.

Results of Operations

For the fiscal quarters ended ~~June~~March 3031, 2025 ~~2024~~ and ~~2023~~2024, we generated no revenues, and thus no cost of sales or gross profits.

For the fiscal ~~quarters~~ quarter ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, we incurred $~~304~~611,~~825~~291 and $~~398~~337,~~254,~~635 respectively, in operating expenses.

For the fiscal ~~quarters~~ quarter ended ~~June~~March 3031, ~~2024~~2025 we recorded ~~other~~interest ~~expenses~~expense of $1435,~~798~~327, while in the fiscal ~~quarters~~quarter ended ~~June~~March 3031, ~~2023,~~2024 we incurred expenses of $512,~~327;~~695. ~~both~~Both items are represented by accrued interest on debt. Other income/(expense) of $34,185 was incurred in the fiscal quarter, March 31, 2025 and a loss of $6,895 in fiscal quarter, March 31, 2024.

For the ~~fiscal~~six ~~quarters~~ months ended ~~June~~March 3031, ~~2024~~2025, we ~~recorded~~reported ~~other~~net ~~income~~loss before taxes of $41,~~792~~688,093, while in the ~~fiscal~~six ~~quarters~~months ended ~~June~~March 3031, ~~2023~~2024, we ~~recorded~~reported a net ~~other~~loss ~~income~~before taxes of $8663,~~116~~481.

For the ~~fiscal~~periods ~~quarters~~ ended March ~~June~~31, 2025 and September 30, 2024, ~~$1,700~~our ~~was~~cash ~~recognized~~positions aswere ~~gain on extinguishment of debt~~$53,154 ~~while~~and ~~in the fiscal quarters ended June 30~~$1, ~~2023~~845, ~~we recorded $48~~respectively.

~~For the~~As ~~nine-months~~of ~~ended~~March ~~June 30~~31, ~~2024~~2025, we ~~reported~~had ~~net~~total ~~loss~~current ~~before~~liabilities ~~taxes~~ of $~~418~~4,~~139~~276,324 while inas ~~the~~of ~~nine-months~~September ~~ended June~~ 30, ~~2023~~2024, we ~~reported a~~had ~~net~~total ~~loss~~current ~~before~~liabilities ~~taxes~~ of $~~395~~3,~~465.~~026,409 ~~Since~~an ~~there~~increase of ~~were~~about no29%. ~~tax~~Accrued ~~obligations~~interest inpayable ~~either~~increased ~~year~~from $222,679 ~~net~~to ~~income~~$241,507. /Related ~~loss~~party indebt ~~each~~increased ~~year~~from ~~was~~$852,743 ~~the~~to ~~same~~$1,918,818 asduring ~~that~~the ~~reported before taxes~~period.

~~For the periods ended June 30, 2024 and September 30, 2023, our cash positions were $1,083 and $1,094, respectively.~~20

As of June 30, 2024, we had total current liabilities of $2,374,997 while as of September 30, 2023, we had total current liabilities of $4,997,159 a decrease of about 110%. Accrued interest payable increased from $184,851 to $208,512 all attributable to accruals on the loans and the convertible notes payable. Related party debt decreased from $1,759,601 to $753,647 during the period.

Liquidity and Capital Resources

As of ~~June~~March 3031, ~~2024~~2025, we had $1263,~~476~~956 in total current assets and $24,~~374~~276,~~997~~324 in total current liabilities. Accordingly, we had a working capital deficit of $24,~~362~~212,~~521~~368.

Cash used in operating activities was $53266,~~161~~443 for the ~~nine-~~six months ended ~~June~~March 3031, ~~2024~~2025, as compared to $4663,~~950~~840 cash used in operating activities for the ~~nine-~~six months ended ~~June~~March 3031, ~~2023~~2024.

Net cash provided by financing activities was $77319,~~399~~283 for the ~~nine-~~six months ended ~~June~~March 3031, ~~2024~~2025, as compared to $5164,~~694~~658 for the ~~nine-months~~ quarter ended ~~June~~March 3031, ~~2023~~ 2024.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 1.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

~~Evaluation of~~ Disclosure Controls and Procedures

AnWe maintain ~~evaluation~~disclosure ~~was~~controls ~~carried out under the supervision~~ and ~~with~~procedures ~~the~~(as ~~participation~~defined ofin ~~our~~Rules ~~management,~~13a-15(e) ~~including our Principal Executive~~ and ~~Interim~~ ~~Financial~~15d-15(e) ~~Officer,~~under of the ~~effectiveness~~Securities ofExchange ~~our~~Act ~~disclosure~~of ~~controls~~1934, ~~and procedures~~ as of amended (the ~~end~~“Exchange ofAct”)) ~~the~~that ~~period covered by this report on Form 10-Q. Disclosure controls and procedures~~ are ~~procedures~~ designed ~~with~~to ~~the~~ensure ~~objective of ensuring~~ that information required to be disclosed by us in ~~our~~the reports ~~filed~~that we file or submit under the ~~Securities~~ Exchange Act ~~of 1934, such as this Form 10-Q,~~ is recorded, processed, summarized , and reported, within the time ~~period~~periods specified in the ~~Securities and Exchange Commission~~SEC’s rules and forms, and that such information is accumulated and is communicated to our management, including our ~~Principal~~Chief Executive [Officer and Chief Financial Officer], ~~or persons performing similar functions, as appropriate,~~ to allow timely decisions regarding required disclosure. ~~Based on that evaluation, our management concluded that, as of December 31, 2020, our disclosure controls and procedures were not effective.~~

~~Management~~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 ~~internal~~disclosure ~~control~~controls ~~over~~and ~~financial~~procedures ~~reporting~~pursuant asto ofRule ~~December~~13a-15(b) ~~31,~~under ~~2020,~~the Exchange ~~based~~Act. Based on ~~the~~this ~~framework established~~evaluation, inour ~~Internal~~Chief ~~Control-Integrated~~Executive ~~Framework~~Officer ~~issued~~and byChief ~~the~~Financial ~~Committee~~Officer ofconcluded ~~Sponsoring~~that ~~Organizations~~our disclosure controls and procedures were not effective as of September 30, 2024 due to the ~~Treadway~~material ~~Commission~~weaknesses in internal control over financial reporting ~~2013~~described ~~(“COSO”)~~below.

AsManagement’s ofAnnual ~~period covered by this Quarterly~~ Report on ~~Form~~Internal ~~10-Q,~~Control ~~we have concluded that our internal control~~ over ~~financial~~Financial ~~reporting was ineffective. The Company’s assessment identified certain material weaknesses which are set forth below:~~Reporting

~~Functional~~Our management ~~Controls~~is responsible for establishing and ~~Segregation~~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 ~~Duties~~financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

~~Because~~Management conducted an assessment of the ~~Company’s~~effectiveness ~~limited~~of ~~resources~~our internal control over financial reporting as of September 30, ~~there~~2024 ~~are~~based ~~limited~~on ~~controls~~the ~~over~~criteria established ~~information~~in ~~processing~~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:

~~There is~~Inadequate ~~an inadequate~~ segregation ~~of duties consistent with control objectives. Our Company’s management is composed of a small number~~ of ~~individuals resulting in a situation where limitations on segregation of~~ duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the ~~following~~financial ~~year~~reporting ~~to determine whether improvement in segregation of duty is feasible.~~process;
~~Accordingly, as~~Lack ~~the result~~ of ~~identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility~~sufficient ~~that~~personnel awith ~~material~~appropriate ~~misstatement~~accounting ~~of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.~~expertise;
~~Management’s~~Ineffective controls ~~Report~~over onthe ~~Internal~~review ~~Control~~of ~~over~~journal ~~Financial~~entries ~~Reporting~~and account reconciliations;
~~Our management~~Insufficient ~~is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment~~controls ~~of the effectiveness of internal control~~ over ~~financial reporting. As defined by~~ the ~~Securities~~completeness and ~~Exchange~~accuracy ~~Commission, internal control over financial reporting is a process designed by, or under the supervision~~ of our Principal Executive and Financial Officer and implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with Udisclosures.~~S. generally accepted accounting principles.~~

15These 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.22

~~Roger~~Disclosure ~~May, our former Principal Executive Officer, evaluated the effectiveness~~ of our internal control over financial reporting as of December 31, 2020 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework (2013). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.Fraud

~~Changes~~In connection inwith ~~Internal~~the ~~Control~~certifications ~~Over~~required under Rules 15d-14(a) and 15d-14(b) of the Exchange Act, our Chief Executive Officer and Chief Financial Officer ~~Reporting~~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.

~~There~~Remediation was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Efforts

~~Management has~~We ~~addressed~~are ~~the underlying causes for our weaknesses~~ in ~~internal~~the process ~~control~~of ~~since~~designing ~~early FY 2020. Our efforts to raise both debt~~ and ~~equity capital~~implementing ~~soon~~measures ~~will allow us~~ to ~~undertake~~remediate ~~additional~~the ~~engagement~~material ofweaknesses ~~external~~described ~~independent~~above. ~~consultants to~~These ~~assist~~measures ~~with~~include, ~~the~~but ~~processing~~are ofnot ~~data~~limited ~~and drafting financial reports on a timely basis in future reporting periods.~~to:

16Hiring 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 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.

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

None.

ITEM 6. EXHIBITS

Exhibits

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

1724

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GRAPHENE & SOLAR TECHNOLOGIES LIMITED
Date: October 9, 2024	By:	/s/ Jason May
Date: October 20, 2025	By:	/s/ Jason May
		Chief Executive Officer and Director

1825

Filing Compare · Graphene & Solar Technologies Ltd