ACQUISITION OF AUSQUARTZ GROUP HOLDINGS PTY LTD

12 Months Ended

Sep. 30, 2024

Acquisition Of Ausquartz Group Holdings Pty Ltd

ACQUISITION OF AUSQUARTZ GROUP HOLDINGS PTY LTD

NOTE 11 – ACQUISITION OF AUSQUARTZ GROUP HOLDINGS PTY LTD

On July 28, 2024, the Company entered into a Share Sale and Purchase Agreement with Henosis Limited (“the Seller”), pursuant to which the Company acquired 100% of the issued and outstanding equity interest of Ausquartz Group Holdings Pty Ltd (“Ausquartz”), an Australian-based developer of high purity quartz products used in the optic, solar, and semiconductor industries.

The transaction was completed through the issuance of 100,000,000 shares of the Company’s common stock (the “Consideration Shares”) to the Seller. The fair market value of the shares issued was $710,000, based on a price of $0.0071 per share as of the transaction date. In connection with the transaction, the Company assumed a net liability of $169,503. As a result, the total compensation expense recognized in connection with this transaction was $879,503, which was attributed to the Company’s Chief Executive Officer, Jason May.

Net Liability Acquired is as follows:

Schedule of net liability acquired
Cash & Bank	$	29,883
Other Receivable	$	98,527
Fixed Assets	$	24,199
Total Assets	$	281,978
Current Liabilities	$	28,182
Other Payables		45,930
Total Current Liabilities	$	74,112
Non-current Liabilities	$	377,369
Total Liabilities	$	451,481
Net Liability Acquired	$	169,503

The Seller, Henosis Limited, is an entity associated with Mr. Jason May, making this a related party transaction under SEC rules. Due to the related party nature of the transaction and its classification as a business collaboration, the Company did not record a step-up in basis for the acquired assets and liabilities. The net assets of Ausquartz were recorded at the historical carrying value on the Seller’s books.

The acquisition of Ausquartz aligns with the Company’s long-term strategy to vertically integrate its supply chain for silicon wafer production. High purity quartz is a critical input in the manufacturing of silicon wafers, and global supply of the material is highly constrained. The addition of Ausquartz is expected to enhance the Company’s control over key raw materials necessary for semiconductor and solar-related applications.

Pro forma results for Graphene & Solar Technologies Limited, giving effect to the Ausquartz acquisition

The following pro forma financial information presents the combined results of operations of Ausquartz and the Company for the years ended September 30, 2024 and 2023. The pro forma financial information presents the results as if the acquisition had occurred as of the beginning of fiscal years 2024 and 2023.

Pro forma financial information is present for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of fiscal year 2024.


	September 30,			September 30,
	2024			2023
Revenue	$	—		$	—
Operating Expenses	$	2,690,006		$	1,189,197
Other Income (Expense)	$	23,845		$	(31,954	)
Net Loss from discontinued operations	$	(103,308	)	$	(121,680	)
Net loss attributed to non-controlling interest	$	185		$	—
Net Income (Loss)		(2,769,284	)		(1,342,830	)
Other Comprehensive Income	$	(104,305	)	$	12,414
Net Comprehensive Loss	$	(2,873,589	)	$	(1,330,416	)

Graphene & Solar Technologies Ltd 10-K/A