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 ~~March~~June 3130, 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~~ ~~18,~~November 10, 2025, the registrant had 718,194,059 outstanding shares of common stock.

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION		Page
Item 1.	Condensed Consolidated Balance Sheets (Unaudited)	3
Item 2.	Condensed Consolidated Statements of Operations ~~and other comprehensive income~~ (Unaudited)	4
Item 3.	Condensed Consolidated Statements of Changes in Stockholders’ Deficiency (Unaudited)	5
Item 4.	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
Item 5.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 6.	Controls and Procedures.	2221
PART II — OTHER INFORMATION
Item 1	Legal Proceedings	2422
Item 1A	Risk Factors	2422
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2422
Item 3	Defaults on Senior Securities	2422
Item 4	Mine Safety Disclosures	2422
Item 5	Other Information	2422
Item 6.	Exhibits.	2422
SIGNATURES		2423

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2025 (Unaudited)			September 30, 2025
Assets
Current Assets:
Cash	$	42,791		$	1,845
Prepaid expenses		11,266			11,923
Total Current Assets		54,057			13,768
Other Assets:
Furniture and equipment, net of depreciation $83,461 and $88,064		23,929			26,262
Other Receivable		3,498			89,864
Other Assets		191,071			16,204
Right of Use Asset		117,994			160,615
Total Assets	$	390,549		$	306,713

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and other payable	$	1,603,671		$	1,295,394
Accrued interest payable		260,062			222,679
Due to related party		2,209,249			852,743
Lease Liability		49,618			46,968
Notes payable – $60,000 in default, at 06/30/25 and 09/30/24		310,328			324,928
Notes payable – related party		94,610			97,395
Convertible notes payable, net of discount $142,209 and $1,129		178,644			101,876
Convertible notes payable – related party, net of discount $69,298 and $4,083		153,379			84,426
Total Current Liabilities		4,859,561			3,026,409

Lease Liability		72,710			117,277
Total Liabilities	$	4,932,271		$	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; 702,944,059 and 569,779,887 shares issued and outstanding		7,031			5,698
Additional paid-in capital		69,567,502			68,769,472
Stock Receivable		(795,000	)		(795,000	)
Stock Payable		13,100			—
Accumulated deficit		(73,581,011	)		(71,015,630	)
Accumulated other comprehensive income		247,269			198,672
Non-Controlling Interest		(613	)		(185	)
Total Stockholders’ Deficit		(4,541,722	)		(2,836,973	)
Total Liabilities and Stockholders’ Deficit	$	390,549		$	306,713

	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 March 31,								Six Months Ending March 31,
		Three Months Ending June 30,							Nine Months Ending June 30,
	~~2025~~	2025			~~2024~~	2024			2025	~~2025~~			2024		~~2024~~
Revenue	$	$	—			$	—		$	$—	—		$	—	$	—
Operating Expenses:
Professional Services			~~548~~785,~~565~~329				~~324~~275,~~917~~151			2,279,549	~~1,494,220~~			972,805		~~617,653~~
General and administrative			6218,~~726~~545				1229,~~718~~674			101,380	~~82,835~~			68,598		~~36,944~~
Total operating expenses			~~611~~803,~~291~~874				~~337~~304,~~635~~825			2,380,929	~~1,577,055~~			1,041,403		~~654,597~~
Loss from operations			(~~611~~803,~~291~~874	)			(~~337~~304,~~635~~825	)		(2,380,929	~~(1,577,055~~)	)		(1,041,403	)	~~(654,597~~	)
Other Income (Expense):
Other income (expense)			~~1,142~~(5	)			54,~~800~~792			(56,119	~~(56,114~~)	)		18,632		~~13,840~~
Interest expense			(3573,~~327~~837	)			(1213,~~695~~098	)		(128,761	~~(54,924~~)	)		(35,822	)	~~(22,724~~	)
Total Other Income (Expense)			(34,185	)			(6,895	)			(111,038	)				(8,884	)
Loss on extinguishment of debt			—				(1,700	)		—				(1,700	)
Net Income (Loss) from continuing operations	$		(645,476	)		$	(344,530	)		$	(1,688,093	)			$	(663,481	)
Total Other Income (Expense)			(73,842	)			(10,006	)		(184,880	)			(18,890	)
Net Loss from discontinued operations			—				(31,796	)			—					(81,981	)
Net Income (Loss) from continuing operations		$	(877,716	)		$	(314,831	)	$	(2,565,809	)		$	(1,060,293	)
Net Income (Loss)	$		(645,476	)		$	(376,326	)		$	(1,688,093	)			$	(745,462	)
Net Loss from discontinued operations			—				103,308			—				103,308
Net Loss attributed to non-controlling interest	$		294			$	—			$	399				$	—
Net Income (Loss)		$	(877,716	)		$	(418,139	)	$	(2,565,809	)		$	(1,163,601	)
Net Loss attributed to Graphene & Solar Technologies Ltd.	$		(645,182	)		$	(376,326	)		$	(1,687,694	)			$	(745,462	)
Net Loss attributed to non-controlling interest		$	29			$	—		$	428			$	—
Other Comprehensive Income	$		(12,656	)		$	87,987			$	89,448				$	(21,143	)
Net Loss attributed to Graphene & Solar Technologies Ltd.		$	(877,687	)		$	(418,139	)	$	(2,565,381	)		$	(1,163,601	)
Net Comprehensive Loss	$		(657,838	)		$	(288,339	)		$	(1,598,246	)			$	(766,605	)
Other Comprehensive Income		$	(40,851	)		$	(38,243	)	$	48,597			$	(59,386	)
Net Loss available to common shareholders	$		(657,838	)		$	(288,339	)		$	(1,598,246	)			$	(766,605	)
Net Comprehensive Loss		$	(918,538	)		$	(456,382	)	$	(2,516,784	)		$	(1,222,987	)
Income (Loss) per share:
Net Loss available to common shareholders		$	(918,538	)		$	(456,382	)	$	(2,516,784	)		$	(1,222,987	)
Basic and diluted	$		(0.00	)		$	(0.00	)			(0.00	)			$	(0.00	)
Income (Loss) per share:
Weighted average shares outstanding			647,389,204				422,939,605				631,553,637					422,879,932
Basic and diluted		$	(0.00	)		$	(0.00	)		(0.00	)		$	(0.00	)
Weighted average shares outstanding			684,016,586				427,075,459			649,041,287				424,277,899

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 ~~Six Months~~Nine Months Ended ~~March~~June 3130, 2025 and 2024

	Common Stock				Additional		Stock				~~Non-Controlling~~	Non-Controlling			~~Accumulated~~	Accumulated			~~Accumulated Comprehensive~~	Accumulated Comprehensive			~~Stockholders’~~	Stockholders’
	Shares		Amount		Paid-in		Receivable				~~Interest~~	Interest			~~Deficit~~	Deficit			~~Income~~	Income			~~Deficit~~	Deficit
Balance September 30, 2024		569,779,887		5,698		68,769,472		(795,000	)	—–		~~(185~~	)(185	)		~~(71,015,630~~	)(71,015,630	)		~~198,672~~	198,672			~~(2,836,973~~	)(2,836,973	)
Stock-based compensation		53,453,544		535		321,311		—		—		—	—			—	—			—	—			~~321,846~~	321,846
Debt Discount on Notes Payable		20,000,000		200		94179,~~536~~800		—		–		—	—			—	—			—	—			~~94,736~~	180,000
Foreign currency translation adjustment		—		—		—		—				—	—			—	—			~~102,104~~	102,104			~~102,104~~	102,104
Other comprehensive income, net of tax		—		—		—		—				~~(105~~	)(105	)		~~(1,042,512~~	)(1,042,512	)		—	—			~~(1,042,617~~	)(1,042,617	)
Balance December 31, 2024		643,233,431		6,433		69,~~185~~270,~~319~~583		(795,000	)	—–		~~(290~~	)(290	)		~~(72,208,142~~	)(72,058,142	)		~~300,776~~	300,776			~~(3,360,904~~	)(3,275,640	)
Debt Discount on Notes Payable		12,010,628		121		102,896		—		–			—				—				—				103,017
Foreign currency translation adjustment		—		—		—		—					—				—				(12,656	)			(12,656	)
Other comprehensive income, net of tax		—		—		—		—					(294	)			(645,182	)			—				(645,476	)
Balance March 31, 2025		655,244,059		6,554		69,373,479		(795,000	)	–			(584	)			(72,703,324	)			288,120				(3,830,755	)

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

	Common Stock				Additional		Stock			~~Non-Controlling~~Stock			~~Accumulated~~Non-Controlling			Accumulated ~~Comprehensive~~			~~Stockholders’~~Accumulated Comprehensive			Stockholders’
	Shares		Amount		Paid-in		Receivable			~~Interest~~Payable			~~Deficit~~Interest			~~Income~~Deficit			~~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 March 31, 2025		655,244,059		6,554		69,373,479		(795,000	)		—			(584	)		(72,703,324	)		288,120			(3,830,755	)
Debt Discount on Notes Payable		12,010,628		121		69,169		—			—			—			—			69,290
Shares issued for cash		1,000,000		10		9,990		—			13,100			—			—			—			23,100
Foreign currency translation adjustment		—		—		—		—			—			—			(12,656	)		(12,656	)
Stock-based compensation		22,000,000		220		65,780		—			—			—			—			—			66,000
Other comprehensive income, net of tax		—		—		—		—			(294	)		(645,182	)		—			(645,476	)
Debt Settlement		22,200,000		222		110,778		—			—			—			—			—			111,000
Balance March 31, 2025		655,244,059		6,554		69,254,488		(795,000	)		(584	)		(72,703,324	)		288,120			(3,949,746	)
Debt Discount on Notes Payable		2,500,000		25		7,475		—			—			—			—			—			7,500
Foreign currency translation adjustment		—		—		—		—			—			—			—			(40,851	)		(40,851	)
Other comprehensive income, net of tax		—				—		—			—			(29	)		(877,687	)		—			(877,716	)
Balance June 30, 2025		702,944,059		7,031		69,567,502		(795,000	)		13,100			(613	)		(73,581,011	)		247,269			(4,541,722	)

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

	Common Stock				Additional		Stock			Stock				Accumulated				Accumulated Comprehensive				Stockholders’
																		Accumulated				Total
	Shares		Amount		Paid-in		Receivable			Payable				Deficit				Income				Deficit
	Common Stock				Additional		Stock				Stock				Accumulated’			Comprehensive				Stockholders’
Balance September 30, 2023		421,292,610		4,219		63,883,853		(795,000	)		—				(68,375,078	)		302,977			(4,979,029		)
	Shares		Amount		Paid-in		Receivable				Payable				Deficit			Income				Deficit
Stock-based compensation		—		—		—		—			44,400				—			—			44,400
Balance September 30, 2023		421,292,610		4,213		63,883,859		(795,000	)			—				(68,375,078	)		302,977				(4,979,029	)
Debt Discount on Notes Payable		600,000		6		11,577		—			7,096				—			—			18,679
Stock Based Compensation		—		—		—		—				44,400				—			—				44,400
Foreign currency translation adjustment		—		—		—		—			—				—			(109,130)			(109,130)
Debt Discount on Notes Payable		600,000		6		11,577		—				7,096				—			—				18,679
Other comprehensive income, net of tax		—		—		—		—			—				(369,136	)		—			(369,136		)
Foreign currency translation adjustment		—		—		—		—				—				—			(109,130	)			(109,130	)
Balance December 31, 2023		421,892,610		4,225		63,895,430		(795,000	)		51,496				(68,744,214	)		193,847			(5,394,216		)
Net loss		—		—		—		—				—				(369,136	)		—				(369,136	)
Shares issued for cash		500,000		5		4,995		—			—				—			—				5,000
Balance December 31, 2023		421,892,610		4,219		63,895,436		(795,000	)			51,496				(68,744,214	)		193,847				(5,394,216	)
Stock-based compensation		2,000,000		20		51,980		—			—				—			—				52,000
Shares issued for cash		500,000		5		4,995		—				—				—			—				5,000
Debt Discount on Notes Payable		750,000		8		2,485		—			—				—			—				2,493
Stock Based Compensation		2,000,000		20		51,980		—				—				—			—				52,000
Foreign currency translation adjustment		—		—		—		—			—				—			87,987				87,987
Debt Discount on Notes Payable		250,000		3		923		—				—				—			—				926
Other comprehensive income, net of tax		—		—		—		—			—				(376,326	)		—				(376,326	)
Debt Extinguishment		500,000		5		1,695		—				—				—			—				1,700
Balance March 31, 2024		425,142,610		4,258		63,954,890		(795,000	)		51,496				(69,120,540	)		281,834				(5,623,062	)
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	)

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

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the ~~Six~~Nine-Month Period Ended ~~March~~June 3130, 2025 and 2024

(Unaudited)

	2025			2024
Cash flows from operating activities
Net Income (loss)	$	(12,~~688~~565,~~093~~809	)	$	(~~745~~1,~~462~~163,601	)
Adjustments to reconcile net income/(loss) to net cash from operating activities:
Stock-based compensation		~~321~~387,846			96161,~~400~~774
Depreciation expense		~~164~~246			~~167~~252
Amortization of discount		27,207			7,277
Loss on Debt Extinguishment		—			1,700
Amortization of discount		81,231			12,161
Changes in operating assets and liabilities:
Accounts payable		74349,~~676~~776			~~181~~295,~~316~~850
Accrued interest payable		3046,~~233~~797			1523,~~447~~661
Other assets		(175,~~000~~760	)		—
Other receivables		7579,~~665~~681			4,015
Right of use assets		2133,~~748~~028			—
Lease liabilities		(2132,~~160~~146	)		—
Due to related parties		1,~~066~~467,~~271~~621			~~377~~611,~~000~~027
Net cash used in operating activities		(~~266~~327,~~443~~489	)		(6353,~~840~~161	)
Cash flows from investing activities		—			—
Cash flows from financing activities
Proceeds from issuance of common stock		—23,100			57,000
Due to Affiliates		(~~823~~1,034	)		—
Issuance of convertible note		220,106			—
Issuance of convertible note – related party		~~100~~125,000			5970,~~658~~399
Net cash from financing activities		~~319~~367,~~283~~172			6477,~~658~~399
Effect of currency translations to cash flow		(1,~~531~~263	)		(~~392~~24,189	)
Net change in cash and cash equivalents		5140,~~309~~946			~~426~~(11	)
Beginning of period		1,845			1,094
End of period	$	5342,~~154~~791		$	1,~~520~~083

Supplemental cash flow information	Quarter ended ~~March~~June 3130,
	2024		2023
	2025		2024
Interest paid	$	—	$	—
Taxes	$	—	$	—
Noncash investing and financing activities:
Capitalization of Interest	$	9,168	$	—
Settlement of Debt for Common Stock	$	111,000	$	2,003,187
Issuance of Common Stock as Debt Discount		~~164~~290,~~026~~517		2120,~~172~~721
Capitalization of Interest		9,168		—

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~~2024.

Going ~~Concern~~ Concern – The Company has incurred cumulative net losses since inception of $7273,~~703~~581,~~324~~011 at ~~March~~June 3130, 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 financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements can be found in the Company’s Annual Report in form 10-K for the year ended September 30, 2024.

Use of Estimates -– The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment, and the liquidation of liabilities.

Cash and Cash Equivalents – Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or or less as of the purchase date of such investments. As of ~~March~~June 3130, 2025 and September 30, 2024, the Company had $5342,~~154~~791 and $1,~~520~~845 in cash, respectively, and no cash equivalents.

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~~the three months ended ~~March~~June 3130, 2025, the Company issued 8547,~~464~~700,~~172~~000 shares of the Company’s common stock.

~~Total stock-based~~During ~~compensation~~the ~~expense~~nine ~~was~~months ~~$321~~ended June 30,~~650~~ ~~for~~2025, the ~~six-months~~Company ~~ended~~issued ~~March~~an 31aggregate of 135,664,172 ~~2025~~shares of the Company’s common stock.

Foreign Currency Translations – The functional currency of the Company’s foreign subsidiary is primarily the respective local currency. Assets and liabilities of the Company’s foreign subsidiary are translated into U.S. Dollars at the year-end exchange rate, and revenues and expenses are translated at average monthly exchange rates. Translation gains and losses are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. All other foreign currency transaction gains and losses are included in other (income) expense, net.

Other comprehensive income loss was $1240,~~656~~851 and $8738,~~987~~43 for the three ~~quarters~~months ended ~~March~~June 3130, 2025 and 2024, respectively.

~~Accumulated~~Other ~~other~~ comprehensive income ~~loss~~ was $~~288~~48,~~120~~597 for the nine months ended June 30, 2025, and an other comprehensive loss of $~~281~~59,~~834~~386 for the ~~quarters~~nine months ended ~~March~~June 3130, ~~2025 and~~ 2024~~, respectively~~.

~~Earnings Per~~Accumulated ~~Share~~other -comprehensive ~~Basic~~income ~~earnings~~was ~~per~~$247,269 ~~share~~and ~~have~~$198,672, as ~~been calculated based upon the weighted-average number~~ of ~~common~~June ~~shares~~30, ~~outstanding.~~2025 ~~Diluted earnings~~and ~~per~~September ~~share~~30, ~~were~~2024, ~~not calculated as such potential shares would be anti-dilutive~~respectively.

~~Reclassifications~~Earnings -Per ~~Certain~~Share ~~amounts~~– ~~previously~~Basic ~~presented~~earnings ~~for~~per ~~prior~~share ~~periods~~ have been ~~reclassified~~calculated tobased ~~conform~~upon to the ~~current~~weighted-average ~~presentation.~~number ~~The~~of ~~reclassifications~~common shares outstanding. ~~had~~Diluted noearnings ~~effect~~per onshare ~~net~~were ~~loss,~~not ~~working~~calculated ~~capital~~as orsuch ~~equity~~potential ~~previously~~shares ~~reported~~would be anti-dilutive.

Reclassifications – Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment as of ~~March~~June 3130, 2025 and September 30, 2024 are summarized as follows:

Schedule of property and equipment
	March 31,			September 30,
	June 30,			September 30,
	2025			2024
Laboratory and factory equipment	$	7579,~~843~~104		$	76,609
Computers		—			4,094
Furniture and fixtures		2728,~~729~~286			33,623
Property and equipment, gross		~~103~~107,~~572~~390			114,326
Less accumulated depreciation		(7983,~~941~~461	)		(88,064	)
Net property and equipment	$	23,~~631~~929		$	26,262

Depreciation expense for the quarter ended ~~March~~June 3130, 2025 and the year-end September 30, 2024 were $164 and $338, respectively.

NOTE 4 – OTHER ASSETS

Other assets consist of the following:

Schedule of other assets
	March 31,		September 30,
	June 30,		September 30,
	2025		2024
Security deposit – rental bond (Melbourne, Australia)	$	1415,~~680~~311	$	16,204
Deferred offering costs		175,~~000~~760		—
Total other assets	$	~~189~~191,~~680~~071	$	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~~June 3130, 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~~June 3130, 2025 and September 30, 2024 were as follows:

Schedule of notes payable
Description	~~March~~June 3130, ~~2024~~2025		September 30, 2024
Notes payable – $60,000 in default, at 03/31/25 and 09/30/24	$	300,010	$	324,928
Convertible notes payable, net of discount $142,209 and $1,129	$	178,644	$	101,876
Notes payable – related party		93,639		97,395
Convertible notes payable – related party, net of discount $69,298 and $4,083		153,379		84,426
Convertible notes payable, $100,747 in default	$	181,080	$	101,876
Notes Payable – $60,000 in default, at 06/30/25 and 09/30/24	$	310,328	$	324,928
Convertible notes payable – related party, net of discount $39,090 and $4,083	$	197,677	$	84,426
Notes Payable – Related Parties	$	94,610	$	97,395

Convertible Notes Payable

On June 29, 2012, the Company issued convertible secured notes payable totaling $8,254,500 to a group of private investors. The notes matured on June 30, 2015. The notes, with interest at 15%, were convertible at the discretion of the holders, into common shares of the Company at the rate of $3.31 per share. Unable to make the required interest payment on March 31, 2014, the notes became due on demand. Effective June 17, 2014, with the noteholder approval, the assets securing the convertible notes were sold with the net proceeds of approximately $5,200,000 being distributed to the noteholders. Noteholders were to receive payment for the remaining balance due on the notes in the form of an exchange for the common stock of the Company at the rate of $3.31 per share. As of ~~March~~June 3130, 2025, ~~noteholders~~and ~~representing $70,747~~September ~~in outstanding principal had not requested the exchange of shares of common stock. As of March 31~~30, ~~2025 and~~ 2024, the exchange obligation payable was $~~195~~198,~~442~~ 088 and $~~184~~190,~~830~~151, including accrued interest of $~~124~~127,~~695~~341 and $~~114~~119,~~083~~403, respectively. As of ~~March~~June 3130, 2025 and September 30, 2024, the exchange obligation was for 59,~~046~~845 shares and 5557,~~840~~447 shares of common stock, respectively.

On February 1, 2016, the Company issued convertible secured note payable of $30,000 to an individual. The note was due on January 31, 2017 and included interest at 10%. The note was convertible at discretion of the holder into common shares of the Company at the rate of $0.50 per ~~shares~~share. The Company has not extended the maturity date and the note is in default. As of ~~March~~June 3130, 2025 and September 30, 2024, the total convertible note payable balance was $5758,~~501~~249 and $56,005, including accrued interest of $2728,~~501~~249 and $26,005 respectively. As of ~~March~~June 3130, 2025 and September 30, 2024, the exchange obligation was for ~~115~~116,~~002~~498 shares and 112,010 shares of common stock, respectively.

On November 21, 2024, the Company issued a convertible secured note payable of $100,000 to an individual. The note matures on November 21, 2026, and includes interest at 10%. The note is convertible at discretion of the holder into common shares of the Company at the rate of $0.25 per share. As of ~~March~~June 3130, 2025 and September 30, 2024, the total convertible note payable balance is $~~103~~105,~~315~~808 and $0, including accrued interest of $35,~~315~~808 and $0, respectively. As of ~~March~~June 3130, 2025 and September 30, 2024, the exchange obligation is for ~~413~~423,~~260 shares~~232 shares and 0 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 10,000,000 shares of of common stock to the lender. The Company recorded an initial debt discount of $4790,~~368~~000 upon the issuance of the notes, with subsequent ~~amortization~~ amortization of debt discount totaling $827,~~435~~247.

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~~January 2621, 2025, the Company issued a convertible secured note payable of $3100,~~441~~000 to an individual. The note matures on ~~February~~January 2621, 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~~June 3130, 2025 and September 30, 2024, the total convertible note payable balance is $3104,~~497~~959 and $0, including accrued interest of $564,959 and $0, respectively. As of ~~March~~June 3130, 2025 and September 30, 2024, the exchange obligation is for 13419,~~988~~836 shares and 0 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued ~~344~~10,~~128~~000,000 shares of ~~common~~ common stock to the lender. The Company recorded an initial debt discount of $~~449~~100,000 upon the issuance of the notes, with subsequent ~~amortization~~ amortization of debt discount totaling $2021,918.

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 June 30, 2025 and September 30, 2024, the total convertible note payable balance is $17,350 and $0, including accrued interest of $685 and $0, respectively. As of June 30, 2025 and September 30, 2024, the exchange obligation is for 69,400 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 $2,500 upon the issuance of the notes, with subsequent amortization of debt discount totaling $425.

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 June 30, 2025 and September 30, 2024, the total convertible note payable balance is $3,583 and $0, including accrued interest of $141 and $0, respectively. As of June 30, 2025 and September 30, 2024, the exchange obligation is for 14,332 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 $516 upon the issuance of the notes, with subsequent amortization of debt discount totaling $88.

Convertible Notes Payable – Related Party

During the quarter ended December 31, 2023, the Company entered into an agreement to issue convertible notes payable with an accredited investor. Notably, there exists a professional relationship between the Company and the investor, facilitated by a mutual director serving on the boards of both entities. These notes carry an aggregate principal balance of $50,000 and accrue interest at a rate of 10% per annum. The notes matured in October 2024 and December 2024. Additionally, the notes offer the option for conversion into common shares of the Company at the discretion of the holder, with a conversion rate of $0.10 per share. As of ~~March~~June 3130, 2025 and September 30, 2024, the total balance of promissory notes payable stood at $5658,~~952~~198 and $54, 459, inclusive of accrued interest totaling $68,~~952~~198 and $4,459, respectively. Moreover, as of June 30, 2025 and September 30, 2024, the exchange obligation associated with these notes amounted to ~~569~~581,~~520~~ 980 and 544,590 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 1,000,000 shares of common stock to the lender. The Company recorded an initial debt discount of $18,679 upon the issuance of the notes, with subsequent amortization of debt discount totaling $18,679. During the quarter ended December 31, 2024, the Company amended the note to extend the maturity date from October 2024 and December 2024 to December 2025. Additionally, the noteholder agreed to capitalize $5,294 of accrued interest into the principal balance of the note. As consideration for the extension, the Company issued 1,105,884 shares of common stock to the lender, valued at approximately $111, which was recorded as an expense during the period. All other terms of the note remain unchanged.

During ~~the~~ the quarter ended March 31, 2024, the Company entered into an agreement to issue a convertible note payable with a director serving on on the board. The note carries an aggregate principal balance of $27,828 ~~and~~ and accrues interest at a rate of 10% per annum. The note ~~matures~~matured in March 2025. Additionally, the note offers the option for conversion into common shares of the Company at the discretion of the holder, with a conversion rate of $0.10 ~~per~~ per share. As of ~~March~~June 3130, 2025 and September 30, 2024, the total balance of promissory notes payable stood at $32,~~083~~777 and $30,696, inclusive of accrued interest totaling $4,~~255~~949 and $2,868, respectively. Moreover, ~~the~~as of June 30, 2025 and September 30, 2024, the exchange obligation associated with these notes amounted to ~~320~~327,~~830~~ 770 and 306,960 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 750,000 ~~shares~~ shares of common stock to the lender. The Company recorded an initial debt discount of $2,493 ~~upon~~ 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 $3,333 of accrued interest into the principal balance of the note. As consideration for the extension, the Company issued 623,220 ~~shares~~ shares of common stock to the lender, valued at approximately $62, which was recorded as an expense during the period. All other terms of the note remain unchanged.

During the quarter ended June 30, 2024, the Company entered into an agreement to issue a convertible note payable with a director serving on the board. The note carries an aggregate principal balance of $10,681 and accrues interest at a rate of 10% per annum. The note matures in June 2025. Additionally, the note offers the option for conversion into common shares of the Company at the discretion of the holder, with a conversion rate of $0.10 per share. As of 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~~ the quarter ended ~~December~~June 3130, 2024, the Company entered into an agreement to issue a convertible note payable with ~~two~~a ~~officers~~director ofserving on the ~~Company~~board. The note carries an aggregate principal balance of $~~100~~10,~~000~~ 681 and accrues interest at a rate of 10% per annum. The note matures in ~~November 2026~~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 $0.25 10 per share. As of ~~March~~June 3130, 2025 and September 30, ~~the~~2024, the total balance of promissory notes payable stood at $~~103~~11,~~315~~919 and $11, 121 inclusive of accrued interest totaling $31,~~315.~~238 and $440, respectively. Moreover, as of June 30, 2025 and September 30, 2024, the exchange obligation associated with these notes amounted to ~~413~~119,~~260~~190 ~~shares~~and 111,210 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 10350,000~~,000~~ shares of common stock to the lender. The Company recorded an initial debt discount of $471,~~368~~ 116 upon the issuance of the notes, with subsequent amortization of debt discount totaling $81,~~500~~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 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 June 30, 2025 and September 30, 2024, the total balance of promissory notes payable stood at $105,808 and $0, inclusive of accrued interest totaling $5,808 and $0, respectively. Moreover, as of June 30, 2025 and September 30, 2024, the exchange obligation associated with these notes amounted to 423,232 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 $90,000 upon the issuance of the notes, with subsequent amortization of debt discount totaling $27,370.

During the quarter ended June 30, 2025, the Company entered into an agreement to issue a convertible note payable with two officers of the Company. The note carries an aggregate principal balance of $25,000 and accrues interest at a rate of 10% per annum. The note matures in April 2027. 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 June 30, 2025 and September 30, 2024, the total balance of promissory notes payable stood at $25,623 and $0, inclusive of accrued interest totaling $623 and $0, respectively. Moreover, the exchange obligation associated with these notes amounted to 102,492 and 0 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 2,500,000 shares of common stock to the lender. The Company recorded an initial debt discount of $7,500 upon the issuance of the notes, with subsequent amortization of debt discount totaling $832.

Notes Payable and Other Loans

During ~~2015~~ 2015 and 2016, the Company executed promissory notes payable with six individuals with an aggregate principal balance of $60,000. The ~~notes~~ notes were due on demand and included interest at 10%. As of ~~March~~June 3130, 2025 and September 30, 2024, the total promissory notes payable ~~balance~~ balance was $~~117~~119,~~718~~214 and $114,726 including accrued interest of $5759,~~718~~214 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~~June 3130, 2025 and September 30, 2024, the total notes payable balance was $~~162~~170,~~346~~ 203 and $~~158~~167,~~970~~570, including interest of $56,~~346~~453 and $13,~~970~~820, 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 February 28, 2023, the Company entered into a Promissory Loan Note with MI Labs Pty Ltd, in the amount of US$50,000 (of which $46,043 was received by the company as of ~~March~~June 3130, 2025) with a maturity date of February 28, 2024. The loan will accrue interest at the rate 10% per annum.

During July 2023, MI Labs Pty Ltd loaned Ausquartz Sands Pty Ltd US$31,352. The loan is a demand note on zero interest. This liability was assumed by the Company following its acquisition of Ausquartz Group Holdings Pty Ltd on July 28, 2024.

On December 5, 2022, the Company entered into a Promissory Loan Note with Mr. Andrew Liang, in the amount of US$20,000, with a maturity date of December 5, 2023. The loan will accrue interest at the rate of 10% per annum.

During the year ended September 30, 2020, a Company Director loaned the Company $5,781. The loan is a demand note at zero interest.

NOTE 6 – RELATED PARTY

MI Labs Pty Ltd, a management company controlled by Mr. Jason May, the Company’s Chief Executive Officer and a Company Director, provides management services to the Company for which the Company is charged $25,000 monthly. During the three months ended March 31, 2025, the Company incurred charges to operations of $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~~NOTE ~~LLC,~~6 a– ~~management~~RELATED 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.PARTY

~~Russell~~MI Labs ~~Krause~~Pty Ltd, a management company controlled by Mr. Jason May, the Company’s Chief Executive Officer ~~for~~and ~~Ausquartz~~a ~~Group~~Company ~~Holdings Pty Ltd~~Director, provides management services to the Company for which the Company ~~was~~ is charged $25,000 monthly. During the three months ended ~~March~~June 3130, 2025, the Company incurred charges to operations of $75,000 with respect to this arrangement.

~~Haminerals~~Sativus ~~Pty Ltd~~Investments, a management company controlled by Mr. ~~Andrew~~Paul ~~Hamilton~~Saffron, the Company’s Chief Operations Officer ~~(Australia)~~, provides management ~~services~~ services to the Company for which the Company ~~was~~is charged $20,000 monthly. During the three months ended ~~March~~June 3130, 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 June 30, 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 June 30, 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 June 30, 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.

STR ~~Ventures~~ Ventures is considered a related party of the Company due to its ownership of more than 5% of the Company’s outstanding stock. As of the period ended ~~March~~June 3130, 2025, the Company owed STR Ventures $~~244~~290,~~000~~300 in accrued consulting fees. These fees relate to ongoing ~~consulting~~ consulting services provided by STR Ventures under the terms of an existing consulting agreement.

During ~~the~~nine-months ~~quarters~~period ended ~~March~~June 3130, 2025 and 2024, stock-based compensation expense relating to directors, officers, affiliates and related parties was $0387,650 (no73,500,000 shares) and $52184,~~000~~ 685 (214,~~000~~005,~~000~~500 shares), respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

85133,~~464~~164,172 new common shares were issued during the ~~six~~nine- month period ending ~~March~~June 3130, 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~~June 3130, 2024.

Pursuant to the terms of a consulting agreement, the Company issued 5,000,000 shares of common stock to Mr. Jason May as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $35,500 on the grant date, based on the closing market price of $0.0071 per share.

Pursuant to the terms of a consulting agreement, the Company issued 2,000,000 shares of common stock to Mr. Paul Saffron as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $14,200 on the grant date, based on the closing market price of $0.0071 per share.

Pursuant to the terms of a consulting agreement, the Company issued 1,000,000 shares of common stock to Ms. Kristi Steele as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $7,100 on the grant date, based on the closing market price of $0.0071 per share.

Pursuant to the terms of a consulting agreement, the Company issued 1,000,000 shares of common stock to Mr. David Hare as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $7,100 on the grant date, based on the closing market price of $0.0071 per share.

Pursuant to the terms of a consulting agreement, the Company issued 2,000,000 shares of common stock to Mr. Andrew Hamilton as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $14,200 on the grant date, based on the closing market price of $0.0071 per share.

Pursuant to the terms of a consulting agreement, the Company issued 10,000,000 shares of common stock to Mr. Neil Morris as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $71,000 on the grant date, based on the closing market price of $0.0071 per share.

Pursuant to to the terms of a consulting agreement, the Company issued a total of 222,000,000 shares of common stock to ~~Ms.~~STR ~~Kristine~~Ventures ~~Woo~~ as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $~~124~~14,200 on the grant ~~dates~~date, based on the closing market ~~prices~~price of $0.0071 ~~and $0.0055~~ per share~~, respectively~~.

Pursuant to the terms of a consulting agreement, the Company issued a total of 20,000,000 shares of common stock to STR Ventures as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $110,000 on the grant date, based on the closing market price of $0.0055 per share.

Pursuant to the terms of a consulting agreement, the Company issued 1,000,000 shares of common stock to Mr. Anthony Leigh as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $7,100 on the grant date, based on the closing market price of $0.0071 per share.

Pursuant to the terms of a consulting agreement, the Company issued 7,500,000 shares of common stock to Mr. Russell Krause as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $41,250 on the grant date, based on the closing market price of $0.0055 per share.

On November 20, 2024, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued 10,000,000 shares of common stock to the noteholder. The shares were valued at a fair value of $90,000, based on the market price of $0.0090 per share on the date of issuance.

On November 21, 2024, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued 10,000,000 shares of common stock to the noteholder. The shares were valued at a fair value of $90,000, based on the market price of $0.0090 per share on the date of issuance.

On December 2, 2024, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued 1,105,884 shares of common stock to the noteholder. The shares were valued at a fair value of $111, based on the market price of $0.0001 per share on the date of issuance.

On December 2, 2024, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued 847,660 shares of common stock to the noteholder. The shares were valued at a fair value of $85, based on the market price of $0.0001 per share on the date of issuance.

On January 21, 2025, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued 10,000,000 shares of common stock to the noteholder. The shares were valued at a fair value of $200,000, based on the market price of $0.0015 per share on the date of issuance.

On February 26, 2025, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued 1,666,500 shares of common stock to the noteholder. The shares were valued at a fair value of $2,500 based on the market price of $0.0015 per share on the date of issuance.

On February 26, 2025, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued 344,128 shares of common stock to the noteholder. The shares were valued at a fair value of $516 based on the market price of $0.0015 per share on the date of issuance.

Pursuant to the terms of a consulting agreement, the Company issued 10,000,000 shares of common stock to Mr. David Halstead as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $30,000 on the grant date, based on the closing market price of $0.0030 per share.

Pursuant to the terms of a consulting agreement, the Company issued 12,000,000 shares of common stock to Mr. Yan Zhou as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $36,000 on the grant date, based on the closing market price of $0.0030 per share.

On April 10, 2025, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company issued 2,500,000 shares of common stock to the noteholder. The shares were valued at a fair value of $7,500, based on the market price of $0.0030 per share on the date of issuance.

On June 11, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $110,000. Pursuant to the terms of the agreement, the Company issued 22,000,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $4,400, based on the market price of $0.0002 per share on the date of issuance. The Company recognized a gain on debt settlement of $105,600, representing the excess of the carrying amount of the debt over the fair value of the shares issued.

On June 13, 2025, the Company completed a share purchase with a shareholder for 1,000,000 shares of common stock. The shares were issued for cash at a purchase price of $0.01 per share. The shares were valued at a fair value of $200, based on the market price of $0.0002 per share on the date of issuance.

On June 26, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $1,000. Pursuant to the terms of the agreement, the Company issued 200,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $40, based on the market price of $0.0002 per share on the date of issuance. The Company recognized a gain on the debt settlement of $960, representing the excess of the carrying amount of the debt over the fair value of the shares issued.

During the quarter ended June 30, 2025, the Company issued 46,700,000 shares of the Company’s common stock to members of the Board of Directors, employees, and consultants. The fair value of the shares, as determined by reference market price of the Company’s common stock on each grant date, aggregated $77,940.

Total stock-based compensation expense was $387,650 for the nine-months ended June 30, 2025.

Non-Controlling Interest

Wafer Manufacturing Corporation (“WMC”) is a consolidated joint venture in which the Company holds a 75% ownership interest. The remaining 25% is owned by a non-controlling interest. As a majority owner, the Company consolidates WMC’s financial results in its consolidated financial statements.

For the three ~~quarter~~months ended ~~March~~ 31June 30, 2025, the Company recorded a gain of $~~294~~29 attributable to the non-controlling interest in WMC, representing the portion of WMC’s net loss allocable to the minority ownership.

15For the nine months ended June 30, 2025, the Company recorded a gain of $428 attributable to the non-controlling interest in WMC.

NOTE 8 – LEASES

The Company maintains its principal office at 11201 North Tatum Blvd., Suite 300 Phoenix, AZ 85028. The Company moved in November 2023 and its office is in a shared office space provider, at a cost of $278 per month and currently the lease is month-to-month.

Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease right of use asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

As part of the acquisition of Ausquartz Group Holdings Pty Ltd on July 28, 2024, the Company assumed an existing lease for office and warehouse space located in Melbourne, Australia. The lease commenced on November 1, 2023, with a four-year term and includes annual fixed rent increases of 4%.

The Company evaluated the lease and determined that it should be classified as an operating lease, as none of the criteria for a finance lease were met. As of the lease commencement date, the Company recorded a right-of-use (ROU) asset of $158,933 and a corresponding lease liability of $161,791, representing the present value of future minimum lease payments. The present value was calculated using an incremental borrowing rate of 10%, which reflects the Company’s estimated secured borrowing rate in a comparable economic environment and lease term.

As of ~~March~~June 3130, 2025, the balance sheet includes a ROU asset of $~~124~~117,~~186~~994 and lease liabilities of $82122,~~195~~328 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~~June 3130, 2025 and ~~2023~~2024 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~~June 3130, 2025 and ~~March~~June 3130, 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~~ nine months ended ~~December~~June 3130, ~~2024~~2025, the Company collected $21,705. The remainder was written off to expenses.

1617

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 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 issued 8,000,000 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~~Ilgar Isayev ~~Krause~~was ~~entered~~issued ~~into~~2,000,000 ashares ~~debt-to-equity~~awarded ~~agreement~~as ~~with~~a ~~the~~performance ~~Company~~bonus. ~~Pursuant~~The toCompany issued the ~~terms~~shares ofin the ~~agreement,~~fourth ~~the~~quarter ~~Company is to issue 8,000,000 shares. As~~ of ~~this filing date,~~ the ~~shares~~fiscal year ~~have not been issued~~2025.

On September 30, 2025, Mr. Russell Krause entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued 20,000,000 shares in the fourth quarter of the fiscal year 2025.

On September 30, 2025, Mr. Jason May entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued 16,822,000 shares in the fourth quarter of the fiscal year 2025.

On September 30, 2025, a noteholder entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued 519,444 shares in the fourth quarter of the fiscal year 2025.

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~~June 3130, 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, 2024, filed with the U.S. Securities Exchange Commission (“SEC”) and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements or disclose any difference between our actual results and those reflected in these statements.

Overview

GSTX is focused on manufacturing silicon wafers for supply into the solar manufacturing sector. Silicon wafers are the core material used for making solar cells. The solar panel supply chain can be depicted as follows:

Quartz -> silicon -> polysilicon -> silicon ingots -> silicon wafers -> solar cells -> solar modules (panels)

The GSTX strategy is to take advantage of the geopolitical, environmental and supply chain challenges the world faces at present. GSTX is focused on reshoring solar manufacturing from China for domestic manufacturing, and sales into domestic markets. GSTX is also developing projects in the upstream supply chain to maintain its own supply chain security for its silicon wafer manufacturing. This includes quartz, silicon and polysilicon. The year end September 30, 2024, was marked by significant progress in project development activities. The company has restructured its operations. Previous business of thin films and water harvesting have been paused. The company has established a wholly owned subsidiary, The Quartz & Silicon Materials Company Limited to develop its solar manufacturing related projects. Early planning for several projects is underway, including:

Acquisition of quartz resources in Australia. Development of several prospective resources in Brail, USA, Canada and Europe.

A completed acquisition of Ausquartz Group Holding Pty Ltd, a company associated with CEO Jason May, specializing in high purity quartz processing.

A 10GW wafer facility in the USA,

A 10GW wafer facility in Australia,

A 60,000 metric ton chemical grade silicon smelter in New Zealand

A 30,000 metric ton solar grade polysilicon plant in New Zealand

The US Inflation Reduction Act under the Biden era administration had strong financial support for a wide range of renewable businesses, including solar manufacturing. With the change of administration, the Trump era, significantly changed the policies and support for renewables as part of the One Big Beautiful Bill Act. This was signed into law on July 4, 2025. The US presidential election and the first 6 months of Trump’s presidency caused a significant amount of uncertainty in the solar manufacturing sector. This did affect the operations of GSTX, but thankfully with the passing of the One Big Beautiful Bill there is now positive certainty regarding solar manufacturing incentives. In particular the section 45 manufacturing production credit framework has survived amendment and is a positive outcome for US solar manufacturing, and the GSTX business strategy.

Liquidity and Capital Resources

We expect to require substantial additional financing to fund the construction and commissioning of our planned manufacturing facilities. We intend to pursue a combination of equity financing, debt financing, government incentives, and customer offtake arrangements. There can be no assurance that such financing will be available on acceptable terms or at all.

Supply Chain and Development Activities

The Company has been in advanced discussion with several large incumbent manufacturers to reshore manufacturing of silicon ingots, wafers and cells to the US and Australia. QSM is structured to take advantage of the US One Big Beautiful Bill Act and the Australian “Made in Australia” programs to reshore critical solar manufacturing. Producing wafers locally (Made in America/Made in Australia) is key to being able to claim government incentives (production credits). QSM is a low technology risk enterprise, no new inventions, just manufacturing.

Outlook

For fiscal year 2025, the Company expects to continue project development activities, including establishing manufacturing joint ventures, detailed engineering, permitting, offtake sales and financing. We expect to continue to incur operating losses and negative operating cash flows until commercial operations commence. The timing of revenue generation is dependent on the successful completion of project financing and construction of the Company’s planned manufacturing facilities.

Results of Operations

For the fiscal quarters ended ~~March~~June 3130, 2025 and 2024, we generated no revenues, and thus no cost of sales or gross profits.

For the fiscal ~~quarter~~quarters ended ~~March~~June 3130, 2025 and 2024, we incurred $~~611~~803,~~291~~874 and $~~337~~304,~~635~~825, respectively, in operating expenses.

For the fiscal ~~quarter~~quarters ended ~~March~~June 3130, 2025 we recorded ~~interest~~other ~~expense~~expenses of $3573,~~327~~837, while in the fiscal ~~quarter~~quarters ended ~~March~~June 3130, 2024, we incurred expenses of $1214,~~695.~~798; ~~Both~~both items are represented by accrued interest on debt. Other income/(expense) of $~~34,185~~5 was incurred in the fiscal quarter, ~~March~~ 31June 30, 2025 and a loss of $64,~~895~~792 in fiscal quarter, ~~March~~June 3130, 2024.

For the ~~six~~ nine-months ended ~~March~~June 3130, 2025, we reported net loss before taxes of $12,~~688~~565,~~093,~~809 while in the ~~six~~ nine-months ended ~~March~~June 3130, 2024, we reported a net loss before taxes of $~~663~~1,~~481~~060,293.

For the periods ended ~~March~~June 3130, 2025 and September 30, 2024, our cash positions were $5342,~~154~~791 and $1,845, respectively.

As of ~~March~~June 3130, 2025, we had total current liabilities of $4,~~276~~859,~~324~~561 while as of September 30, 2024, we had total current liabilities of $3,026,409 an increase of about 2937%. Accrued interest payable increased from $222,679 to $~~241~~260,~~507~~062 all attributable to accruals on the loans and the convertible notes payable. Related party debt increased from $852,743 to $12,~~918~~209,~~818~~ 249 during the period.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2025, we had $6354,~~956~~057 in total current assets and $4,~~276~~859,~~324~~561 in total current liabilities. Accordingly, we had a working capital deficit of $4,~~212~~805,~~368~~504.

Cash used in operating activities was $~~266~~327,~~443~~489 for the ~~six~~ nine-months ended ~~March~~June 3130, 2025, as compared to $6353,~~840~~161 cash used in operating activities for the ~~six~~ nine-months ended ~~March~~June 3130, 2024.

Net cash provided by financing activities was $~~319~~367,~~283~~172 for the ~~six~~ nine-months ended ~~March~~June 3130, 2025, as compared to $6477,~~658~~399 for the ~~quarter~~nine-months ended ~~March~~June 3130, 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.

2120

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024 due to the material weaknesses in internal control over financial reporting described below.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2024 based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of September 30, 2024 due to the existence of the material weaknesses identified below:

Inadequate segregation of duties in the financial reporting process;
Lack of sufficient personnel with appropriate accounting expertise;
Ineffective controls over the review of journal entries and account reconciliations;
Insufficient controls over the completeness and accuracy of disclosures.

These material weaknesses could result in a material misstatement of our financial statements or disclosures that may not be prevented or detected on a timely basis.

Disclosure of Fraud

In connection with the certifications required under Rules 15d-14(a) and 15d-14(b) of the Exchange Act, our Chief Executive Officer and Chief Financial Officer have disclosed to our auditors, the audit committee of our board of directors, and in this report, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As of the date of this filing, management is not aware of any such instances of fraud that occurred during the fiscal year ended September 30, 2024.

Remediation Efforts

We are in the process of designing and implementing measures to remediate the material weaknesses described above. These measures include, but are not limited to:

Hiring additional accounting personnel with relevant expertise;
Implementing enhanced review procedures and formalized documentation controls;
Establishing more robust segregation of duties within the finance and accounting functions;
Providing additional training and resources to employees involved in financial reporting.

Management is committed to remediating the identified material weaknesses as quickly and effectively as possible. We will continue to assess the effectiveness of our internal control over financial reporting and will disclose any changes in future filings.

Changes in Internal Control over Financial Reporting

Other than the remediation efforts described above, there were no changes in our internal control over financial reporting that occurred during the 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.

2321

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.

2422

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 20, 2025	By:	/s/ Jason May
Date: November 12, 2025	By:	/s/ Jason May
		Chief Executive Officer and Director

2523

Filing Compare · Graphene & Solar Technologies Ltd