Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.

Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

FORWARD LOOKING STATEMENTS

The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain a historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our Form 10-K report for the year ended September 30, 2025, filed with the U.S. Securities Exchange Commission ("SEC") and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements or disclose any difference between our actual results and those reflected in these statements.

Overview

The Company acquired Solar Quartz Technologies Limited, a New Zealand corporation with substantial mineral resource and technical engineering assets, in July 2017. Since that time the Company has been engaged in developing several projects in the renewable energy sector, clean water and advanced materials. At present the focus of the Company is on Silicon Wafer manufacturing for the solar photovoltaic manufacturing sector. However, substantial efforts are underway to secure funding, and we believe that funding for the Company is imminent in the near future, although no assurance can be made as to the amount of funds, if any, or the terms thereof.

Current Business and Operation

The company has a focus and strategy to supply silicon wafers for the photovoltaic manufacturing sector. This leverages the existing company operations and planned production of upstream supply chain components (quartz sand, crucibles, silicon and polysilicon). The company is exploring partnerships with established incumbent manufacturers to reshore silicon wafer and solar photovoltaic cell production to the USA, Australia and Europe.

In 2024, the Company completed the acquisition of Ausquartz Group Holdings Pty Ltd, a company associated with our CEO, Jason May. Ausquartz specializes in the processing of high-purity quartz, a key upstream material for solar manufacturing. This acquisition was undertaken to secure strategic control over a critical raw material input-high-purity quartz-and to support the Company's vertical integration strategy. The transaction aligns with our broader business plan to develop a secure, domestic supply chain for silicon wafer manufacturing.

To further this strategy, in 2024, we established a wholly owned subsidiary, The Quartz & Silicon Materials Company Limited ("QSM"), to lead the development of integrated solar manufacturing projects. These include early-stage planning and permitting for:

·

A 10GW silicon wafer manufacturing facility in the U.S.

·

A 10GW wafer facility in Australia.

·

A 60,000 metric ton chemical-grade silicon smelter and a 30,000 metric ton solar-grade polysilicon plant, both in New Zealand.

·

Acquisition and development of quartz resources in Australia, Brazil, the U.S., Canada, and Europe.

Funding and Business Outlook

• The Company is currently engaged in advanced discussions with multiple large incumbent manufacturers regarding potential joint ventures and offtake agreements related to silicon ingot, wafer, and cell manufacturing.
• We are actively pursuing a combination of equity and debt financing, as well as governmental support under the U.S. One Big Beautiful Bill Act and Australia's Made in Australia initiatives. While these discussions are ongoing, no binding agreements have been executed as of the date of this filing.
• The passage of the One Big Beautiful Bill Act in July 2025 has helped clarify the U.S. policy landscape, preserving critical incentives such as the Section 45 manufacturing production credit. This legislative clarity supports our confidence in pursuing domestic solar manufacturing projects.
• QSM's business model is based on proven technologies with minimal R&D risk; the Company does not intend to develop new technology but rather to manufacture established silicon wafer products at scale. This lowers the technical and commercialization risks typically associated with early-stage manufacturing ventures.

Status of Commercial Product Development

• While the Company has not generated revenues in fiscal years 2024 or 2025, it made significant progress in engineering, planning, and permitting activities.
• The Company's commercial product is standard silicon wafers used in the solar supply chain. These wafers are not subject to additional R&D prior to production. The remaining requirements are infrastructure development, equipment procurement, and commissioning.
• We anticipate initial sample production to begin following completion of financing and facility construction phases.

The Company is actively recruiting new members of the management team to assist with implementing its strategic plan. The company is re-engaging various opportunities that it was pursuing pre-pandemic.

Currently, GSTX is primarily focused upon completing development and initial sample production of commercially viable silicon wafers and solar cells. The goal for FY 2026 is to establish initial production and begin generating revenue.

Results of Operations

For the fiscal quarters ended December 31, 2025 and 2024, we generated no revenues, and thus no cost of sales or gross profits.

For the fiscal quarters ended December 31, 2025 and 2024, we incurred $759,871 and $965,764, respectively, in operating expenses.

For the fiscal quarter ended December 31, 2025, we recorded other expenses of $102,826, while in the fiscal quarter ended December 31, 2024, we incurred other expenses of $76,853; both items are represented by accrued interest on debt.

For the three-months ended December 31, 2025, we reported net loss before taxes of $687,498 while in the three-months ended December 31, 2024, we reported a net loss before taxes of $940,408.

For the periods ended December 31, 2025 and September 30, 2025, our cash positions were $78,842 and $57,365, respectively.

As of December 31, 2025, we had total current liabilities of $4,700,487 while as of September 30, 2025, we had total current liabilities of $4,817,878 an decrease of about 2%. Accrued interest payable increased from $248,881 to $271,258 all attributable to accruals on the loans and the convertible notes payable. Related party debt decreased from $1,836,248 to $1,531,763 during the period.

Liquidity and Capital Resources

As of December 31, 2025, we had $90,354 in total current assets and $4,700,487 in total current liabilities. Accordingly, we had a working capital deficit of $4,610,133.

Cash used in operating activities was $107,078 for the three-months ended December 31, 2025, as compared to $99,555 cash used in operating activities for the three-months ended December 31, 2024.

Cash used in investing activities was $13,218 for the three-months ended December 31, 2025, as compared to $0 cash used in investing activities for the three-months ended December 31, 2024.

Net cash provided by financing activities was $272,900 for the three-months ended December 31, 2025, as compared to $199,416 for the three-months ended December 31, 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.