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

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 31, 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	☐	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, 2025, the registrant had 718,194,059outstanding shares of common stock.

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
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.	22
PART II - OTHER INFORMATION
Item 1	Legal Proceedings	24
Item 1A	Risk Factors	24
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3	Defaults on Senior Securities	24
Item 4	Mine Safety Disclosures	24
Item 5	Other Information	24
Item 6.	Exhibits.	24
SIGNATURES		24

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

		March 31,				September 30,
		2025				2024
Assets
Current Assets:
Cash		$	53,154			$	1,845
Prepaid expenses			10,802				11,923
Total Current Assets			63,956				13,768
Other Assets:
Furniture and equipment, net of depreciation $79,941 and $88,064			23,631				26,262
Other Receivable			7,320				89,864
Other Assets			189,680				16,204
Right of Use Asset			124,186				160,615
Total Assets		$	408,773			$	306,713
Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable and other payable		$	1,297,736			$	1,295,394
Accrued interest payable			241,507				222,679
Due to related party			1,918,818				852,743
Lease Liability			45,857				46,968
Notes payable - $60,000 in default, at 03/31/25 and 09/30/24			300,010				324,928
Notes payable - related party			93,639				97,395
Convertible notes payable, $100,747 in default			181,080				101,876
Convertible notes payable - related party, net of discount $39,090 and $4,083			197,677				84,426
Total Current Liabilities			4,276,324				3,026,409
Lease Liability			82,195				117,277
Total Liabilities		$	4,358,519			$	3,143,686
Stockholders' Deficit
Preferred stock: 10,000,000 shares authorized; $0.00001 par value; no shares issued and outstanding			-				-
Common stock: 800,000,000 shares authorized; $0.00001 par value; 655,244,059 and 569,779,887 shares issued and outstanding			6,554				5,698
Additional paid-in capital			69,254,488				68,769,472
Stock Receivable			(795,000	)			(795,000	)
Accumulated deficit			(72,703,324	)			(71,015,630	)
Accumulated other comprehensive income			288,120				198,672
Non-Controlling Interest			(584	)			(185	)
Total Stockholders' Deficit			(3,949,746	)			(2,836,973	)
Total Liabilities and Stockholders' Deficit		$	408,773			$	306,713

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

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

(Unaudited)

		Three Months Ending March 31,									Six Months Ending March 31,
	2025				2024						2025					2024
Revenue	$		-			$	-				$	-				$	-
Operating Expenses:
Professional Services			548,565				324,917					1,494,220					617,653
General and administrative			62,726				12,718					82,835					36,944
Total operating expenses			611,291				337,635					1,577,055					654,597
Loss from operations			(611,291	)			(337,635	)				(1,577,055	)				(654,597	)
Other Income (Expense):
Other income (expense)			1,142				5,800					(56,114	)				13,840
Interest expense			(35,327	)			(12,695	)				(54,924	)				(22,724	)
Total Other Income (Expense)			(34,185	)			(6,895	)				(111,038	)				(8,884	)
Net Income (Loss) from continuing operations	$		(645,476	)		$	(344,530	)			$	(1,688,093	)			$	(663,481	)
Net Loss from discontinued operations			-				(31,796	)				-					(81,981	)
Net Income (Loss)	$		(645,476	)		$	(376,326	)			$	(1,688,093	)			$	(745,462	)
Net Loss attributed to non-controlling interest	$		294			$	-				$	399				$	-
Net Loss attributed to Graphene & Solar Technologies Ltd.	$		(645,182	)		$	(376,326	)			$	(1,687,694	)			$	(745,462	)
Other Comprehensive Income	$		(12,656	)		$	87,987				$	89,448				$	(21,143	)
Net Comprehensive Loss	$		(657,838	)		$	(288,339	)			$	(1,598,246	)			$	(766,605	)
Net Loss available to common shareholders	$		(657,838	)		$	(288,339	)			$	(1,598,246	)			$	(766,605	)
Income (Loss) per share:
Basic and diluted	$		(0.00	)		$	(0.00	)				(0.00	)			$	(0.00	)
Weighted average shares outstanding			647,389,204				422,939,605					631,553,637					422,879,932

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

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

(Unaudited)

Three and Six Months Ended March 31, 2025 and 2024

		Common Stock								Additional				Stock				Non-Controlling				Accumulated				Accumulated Comprehensive				Stockholders'
		Shares				Amount				Paid-in				Receivable				Interest				Deficit				Income				Deficit
Balance September 30, 2024			569,779,887				5,698				68,769,472				(795,000	)			(185	)			(71,015,630	)			198,672				(2,836,973	)
Stock-based compensation			53,453,544				535				321,311				-				-				-				-				321,846
Debt Discount on Notes Payable			20,000,000				200				94,536				-				-				-				-				94,736
Foreign currency translation adjustment			-				-				-				-				-				-				102,104				102,104
Other comprehensive income, net of tax			-				-				-				-				(105	)			(1,042,512	)			-				(1,042,617	)
Balance December 31, 2024			643,233,431				6,433				69,185,319				(795,000	)			(290	)			(72,208,142	)			300,776				(3,360,904	)

		Common Stock								Additional				Stock				Non-Controlling				Accumulated				Accumulated Comprehensive				Stockholders'
		Shares				Amount				Paid-in				Receivable				Interest				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	)
Debt Discount on Notes Payable			12,010,628				121				69,169				-				-				-				-				69,290
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				69,254,488				(795,000	)			(584	)			(72,703,324	)			288,120				(3,949,746	)

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

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

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six-Month Period Ended March 31, 2025 and 2024

(Unaudited)

		2025				2024
Cash flows from operating activities
Net Income (loss)		$	(1,688,093	)		$	(745,462	)
Adjustments to reconcile net income/(loss) to net cash from operating activities:
Stock-based compensation			321,846				96,400
Depreciation expense			164				167
Amortization of discount			27,207				7,277
Changes in operating assets and liabilities:
Accounts payable			74,676				181,316
Accrued interest payable			30,233				15,447
Other assets			(175,000	)			-
Other receivables			75,665				4,015
Right of use assets			21,748				-
Lease liabilities			(21,160	)			-
Due to related parties			1,066,271				377,000
Net cash used in operating activities			(266,443	)			(63,840	)
Cash flows from investing activities			-				-
Cash flows from financing activities
Proceeds from issuance of common stock			-				5,000
Due to Affiliates			(823	)			-
Issuance of convertible note			220,106				-
Issuance of convertible note - related party			100,000				59,658
Net cash from financing activities			319,283				64,658
Effect of currency translations to cash flow			(1,531	)			(392	)
Net change in cash and cash equivalents			51,309				426
Beginning of period			1,845				1,094
End of period		$	53,154			$	1,520

Supplemental cash flow information		Quarter ended March 31,
		2024				2023
Interest paid		$	-			$	-
Taxes		$	-			$	-
Noncash investing and financing activities:
Capitalization of Interest		$	9,168			$	-
Issuance of Common Stock as Debt Discount			164,026				21,172

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

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

These consolidated financial statements of Graphene & Solar Technologies Limited (GSTX or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with Graphene & Solar Technologies audited financial statements as of September 30, 2023.

Going Concern - The Company has incurred cumulative net losses since inception of $72,703,324at March 31, 2025. Accordingly, it requires capital to fund working capital deficits and for future operating activities to take place. The Company's ability to raise new funds through the future issuances of debt or common stock 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 less as of the purchase date of such investments. As of March 31, 2025 and 2024, the Company had $53,154and $1,520in cash, respectively, and nocash 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 ended March 31, 2025, the Company issued 85,464,172shares of the Company's common stock.

Total stock-based compensation expense was $321,650for the six-months ended March 31, 2025.

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

Other comprehensive income loss was $12,656and $87,987for the quarters ended March 31, 2025 and 2024, respectively.

Accumulated other comprehensive income loss was $288,120and $281,834for the quarters ended March 31, 2025 and 2024, respectively.

Earnings Per Share - Basic earnings per share have been calculated based upon the weighted-average number of common shares outstanding. Diluted earnings per share were not calculated as such potential shares 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 31, 2025 and September 30, 2024 are summarized as follows:

		March 31,				September 30,
		2025				2024
Laboratory and factory equipment		$	75,843			$	76,609
Computers			-				4,094
Furniture and fixtures			27,729				33,623
			103,572				114,326
Less accumulated depreciation			(79,941	)			(88,064	)
Net property and equipment		$	23,631			$	26,262

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

NOTE 4 - OTHER ASSETS

Other assets consist of the following:

		March 31,				September 30,
		2025				2024
Security deposit - rental bond (Melbourne, Australia)		$	14,680			$	16,204
Deferred offering costs			175,000				-
Total other assets		$	189,680			$	16,204

The security deposit represents a rental bond paid in connection with the Company's commercial lease agreement in Melbourne, Australia. The deposit is refundable at the conclusion of the lease, subject to the terms of the lease agreement.

Deferred offering costs consist of legal, accounting, and other professional fees incurred in connection with anticipated capital raising transactions. As of March 31, 2025, no offering had been completed. These costs have been capitalized in accordance with ASC 340-10 and will be offset against the proceeds of such offerings, if and when they occur

NOTE 5 - NOTES PAYABLE

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

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

Convertible Notes Payable

On June 29, 2012, the Company issued convertible secured notes payable totaling $8,254,500to 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 $3.31per 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 $5,200,000being 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 $3.31per share. As of March 31, 2025, noteholders representing $70,747in outstanding principal had not requested the exchange of shares of common stock. As of March 31, 2025 and 2024, the exchange obligation payable was $195,442and $184,830, including accrued interest of $124,695and $114,083, respectively. As of March 31, 2025 and 2024, the exchange obligation was for 59,046shares and 55,840shares of common stock, respectively.

On February 1, 2016, the Company issued convertible secured note payable of $30,000to 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 $0.50per shares. The Company has not extended the maturity date and the note is in default. As of March 31, 2025 and September 30, 2024, the total convertible note payable balance was $57,501and $56,005, including accrued interest of $27,501and $26,005respectively. As of March 31, 2025 and September 30, 2024, the exchange obligation was for 115,002shares and 112,010shares of common stock, respectively.

On November 21, 2024, the Company issued a convertible secured note payable of $100,000to 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 $0.25per share. As of March 31, 2025 and September 30, 2024, the total convertible note payable balance is $103,315and $0, including accrued interest of $3,315and $0, respectively. As of March 31, 2025 and September 30, 2024, the exchange obligation is for 413,260shares and 0shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 10,000,000shares of common stock to the lender. The Company recorded an initial debt discount of $47,368upon the issuance of the notes, with subsequent amortization of debt discount totaling $8,435.

On January 21, 2025, the Company issued a convertible secured note payable of $100,000to 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 $0.25per share. As of March 31, 2025 and September 30, 2024, the total convertible note payable balance is $102,466and $0, including accrued interest of $2,466and $0, respectively. As of March 31, 2025 and September 30, 2024, the exchange obligation is for 409,864shares and 0shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 10,000,000shares of common stock to the lender. The Company recorded an initial debt discount of $47,368upon 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 $16,665to 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 $0.25per share. As of March 31, 2025 and September 30, 2024, the total convertible note payable balance is $16,934and $0, including accrued interest of $269and $0, respectively. As of March 31, 2025 and September 30, 2024, the exchange obligation is for 67,736shares and 0shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 1,666,500shares of common stock to the lender. The Company recorded an initial debt discount of $2,174upon the issuance of the notes, with subsequent amortization of debt discount totaling $98.

On February 26, 2025, the Company issued a convertible secured note payable of $3,441to 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 $0.25per share. As of March 31, 2025 and September 30, 2024, the total convertible note payable balance is $3,497and $0, including accrued interest of $56and $0, respectively. As of March 31, 2025 and September 30, 2024, the exchange obligation is for 13,988shares and 0shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 344,128shares of common stock to the lender. The Company recorded an initial debt discount of $449upon the issuance of the notes, with subsequent amortization of debt discount totaling $20.

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 $50,000and 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 $0.10per share. As of March 31, 2025, the total balance of promissory notes payable stood at $56,952, inclusive of accrued interest totaling $6,952. Moreover, the exchange obligation associated with these notes amounted to 569,520shares of common stock. In return for providing the loan, the Company authorized and issued 1,000,000shares of common stock to the lender. The Company recorded an initial debt discount of $18,679upon 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 $5,294of accrued interest into the principal balance of the note. As consideration for the extension, the Company issued 1,105,884shares 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 quarter ended March 31, 2024, the Company entered into an agreement to issue a convertible note payable with a director serving on the board. The note carries an aggregate principal balance of $27,828and accrues interest at a rate of 10% per annum. The note matures 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 $0.10per share. As of March 31, 2025, the total balance of promissory notes payable stood at $32,083, inclusive of accrued interest totaling $4,255. Moreover, the exchange obligation associated with these notes amounted to 320,830shares of common stock. In return for providing the loan, the Company authorized and issued 750,000shares of common stock to the lender. The Company recorded an initial debt discount of $2,493upon 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 $3,333of accrued interest into the principal balance of the note. As consideration for the extension, the Company issued 623,220shares 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 $10,681and 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 $0.10per 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 116,530shares of common stock. In return for providing the loan, the Company authorized and issued 350,000shares of common stock to the lender. The Company recorded an initial debt discount of $1,116upon 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 $541of accrued interest into the principal balance of the note. As consideration for the extension, the Company issued 224,440shares 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 $100,000and 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 $0.25per share. As of March 31, 2025, the total balance of promissory notes payable stood at $103,315, inclusive of accrued interest totaling $3,315. Moreover, the exchange obligation associated with these notes amounted to 413,260shares of common stock. In return for providing the loan, the Company authorized and issued 10,000,000shares of common stock to the lender. The Company recorded an initial debt discount of $47,368upon the issuance of the notes, with subsequent amortization of debt discount totaling $8,500.

Notes Payable and Other Loans

During 2015 and 2016, the Company executed promissory notes payable with six individuals with an aggregate principal balance of $60,000. The notes were due on demand and included interest at 10%. As of March 31, 2025 and September 30, 2024, the total promissory notes payable balance was $117,718and $114,726including accrued interest of $57,718and $54,726, respectively. On January 15, 2019, the holder of a note with a principal balance of $10,000made demand for payment. To date, the note has not been paid.

On September 11, 2023, Ausquartz Sands Pty Ltd entered into a Loan Agreement with GVB GmbH for $160,925, with a fixed annual interest rate of 2.15% and a maturity date of August 31, 2025. This liability was assumed by the Company following its acquisition of Ausquartz Group Holdings Pty Ltd on July 28, 2024. As of March 31, 2025 and 2024, the total notes payable balance was $162,346and $158,970, including interest of $5,346and $1,970, respectively.

During the year ended September 30, 2020 the former Company Chairman, FJ Garafalo, loaned the company $3,500. The loan is a demand note on zero interest.

Related Party Loans

On 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 $46,043was received by the company as of March 31, 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 $25,000monthly. During the three months ended March 31, 2025, the Company incurred charges to operations of $75,000with 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 $20,000monthly. During the three months ended March 31, 2025, the Company incurred charges to operations of $60,000with 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 $30,000monthly. During the three months ended March 31, 2025, the Company incurred charges to operations of $90,000with 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 $25,000monthly. During the three months ended March 31, 2025, the Company incurred charges to operations of $75,000with 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 $20,000monthly. During the three months ended March 31, 2025, the Company incurred charges to operations of $60,000with 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 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 31, 2025, the Company owed STR Ventures $244,000in accrued consulting fees. These fees relate to ongoing consulting services provided by STR Ventures under the terms of an existing consulting agreement.

During the quarters ended March 31, 2025 and 2024, stock-based compensation expense relating to directors, officers, affiliates and related parties was $0(no shares) and $52,000(2,000,000shares), respectively.

NOTE 7 - STOCKHOLDERS' EQUITY

85,464,172new common shares were issued during the six- month period ending March 31, 2025. The Company has a total of 5,778,367shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at March 31, 2024.

Pursuant to the terms of a consulting agreement, the Company issued 5,000,000shares 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 $35,500on the grant date, based on the closing market price of $0.0071per share.

Pursuant to the terms of a consulting agreement, the Company issued 2,000,000shares 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 $14,200on the grant date, based on the closing market price of $0.0071per share.

Pursuant to the terms of a consulting agreement, the Company issued 1,000,000shares 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 $7,100on the grant date, based on the closing market price of $0.0071per share.

Pursuant to the terms of a consulting agreement, the Company issued 1,000,000shares 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 $7,100on the grant date, based on the closing market price of $0.0071per share.

Pursuant to the terms of a consulting agreement, the Company issued 2,000,000shares 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 $14,200on the grant date, based on the closing market price of $0.0071per share.

Pursuant to the terms of a consulting agreement, the Company issued 10,000,000shares 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 $71,000on the grant date, based on the closing market price of $0.0071per share.

Pursuant to the terms of a consulting agreement, the Company issued a total of 22,000,000shares of common stock to Ms. Kristine Woo as compensation for services rendered during the fiscal year ending September 30, 2025. The shares were valued at a fair value of $124,200on the grant dates, based on the closing market prices of $0.0071and $0.0055per share, respectively.

Pursuant to the terms of a consulting agreement, the Company issued 1,000,000shares 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 $7,100on the grant date, based on the closing market price of $0.0071per 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 $41,250on the grant date, based on the closing market price of $0.0055per 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 10,000,000shares of common stock to the noteholder. The shares were valued at a fair value of $90,000, based on the market price of $0.0090per 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 10,000,000shares of common stock to the noteholder. The shares were valued at a fair value of $90,000, based on the market price of $0.0090per 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 1,105,884shares of common stock to the noteholder. The shares were valued at a fair value of $111, based on the market price of $0.0001per 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 847,660shares of common stock to the noteholder. The shares were valued at a fair value of $85, based on the market price of $0.0001per 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 10,000,000shares of common stock to the noteholder. The shares were valued at a fair value of $200,000, based on the market price of $0.0015per 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 1,666,500shares of common stock to the noteholder. The shares were valued at a fair value of $2,500based on the market price of $0.0015per 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 344,128shares of common stock to the noteholder. The shares were valued at a fair value of $516based on the market price of $0.0015per share on the date of issuance.

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 quarter ended March 31, 2025, the Company recorded a gain of $294attributable to the non-controlling interest in WMC, representing the portion of WMC's net loss allocable to the minority ownership.

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 $278per 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 $158,933and a corresponding lease liability of $161,791, representing the present value of future minimum lease payments. The present value was calculated using an incremental borrowing rate of 10%, which reflects the Company's estimated secured borrowing rate in a comparable economic environment and lease term.

As of March 31, 2025, the balance sheet includes a ROU asset of $124,186and lease liabilities of $82,195related to this lease.

The future minimum payments on operating leases for each of the next three years and in the aggregate amount to the following:

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

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

Finance Leases

As of March 31, 2025 and March 31, 2024, the Company had no finance leases.

NOTE 9 - OTHER RECEIVABLE

As of September 30, 2024, the balance of Other Receivables included $89,864related to a research and development (R&D) tax incentive received from the Australian government. This amount represents a refundable tax offset under the Australian R&D Tax Incentive program, based on eligible R&D expenditures incurred during the relevant period.

During the 2024 fiscal year, the Company entered into an arrangement with a third-party financing provider that advanced funds to the Company based on the anticipated rebate. Upon receipt of the rebate from the Australian Taxation Office in October 2024, the financing provider deducted its fees and remitted the net proceeds to the

Company. During the three months ended December 31, 2024, the Company collected $21,705. The remainder was written off to expenses.

NOTE 10 - SUBSEQUENT EVENTS

Pursuant to the terms of their consulting agreement, Mr. David Halstead was granted and issued 10,000,000shares. 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 12,000,000shares. 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 2,500,000shares 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 22,000,000shares 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 1,000,000shares 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 200,000shares in the third quarter of fiscal year 2025.

Mr. Jason May was issued 500,000shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.

Mr. David Halstead was issued 500,000shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.

Mr. Jeffrey Freedman was issued 500,000shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.

Mr. Andrew Liang was issued 500,000shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.

Mr. Charles Wantrup was issued 500,000shares for their annual director compensation. The Company issued the shares in the fourth quarter of the fiscal year 2025.

Brookside Communications was granted 250,000shares 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 250,000shares. 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 250,000shares. 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 1,000,000shares. The Company issued the shares in the fourth quarter of the fiscal year 2025.

On August 11, 2025, the Company entered into a convertible loan agreement. Pursuant to the terms of the agreement, the Company issued 5,000,000shares 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 500,000shares in the fourth quarter of the fiscal year 2025.

Mr. Anthony Leigh was issued 5,000,000shares awarded as a performance bonus. The Company issued the shares in the fourth quarter of the fiscal year 2025.

STR Ventures was issued 500,000shares awarded as a performance bonus. The Company issued the shares in the fourth quarter of the fiscal year 2025.

On July 1, 2025, Mr. Russell Krause entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company is to issue 8,000,000shares. As of this filing date, the shares have not been issued.

Pursuant to the terms of their consulting agreement, Mr. Stuart Allen was granted 500,000shares. As of this filing date, the shares have been approved but remain unissued.

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

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

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

FORWARD LOOKING STATEMENTS

The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain a historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our Form 10-K report for the year ended September 30, 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 31, 2025 and 2024, we generated no revenues, and thus no cost of sales or gross profits.

For the fiscal quarter ended March 31, 2025 and 2024, we incurred $611,291 and $337,635 respectively in operating expenses.

For the fiscal quarter ended March 31, 2025 we recorded interest expense of $35,327, while in the fiscal quarter ended March 31, 2024 we incurred expenses of $12,695. Both items are represented by accrued interest on debt. Other income/(expense) of $34,185 was incurred in the fiscal quarter, March 31, 2025 and a loss of $6,895 in fiscal quarter, March 31, 2024.

For the six months ended March 31, 2025, we reported net loss before taxes of $1,688,093, while in the six months ended March 31, 2024, we reported a net loss before taxes of $663,481.

For the periods ended March 31, 2025 and September 30, 2024, our cash positions were $53,154 and $1,845, respectively.

As of March 31, 2025, we had total current liabilities of $4,276,324 while as of September 30, 2024, we had total current liabilities of $3,026,409 an increase of about 29%. Accrued interest payable increased from $222,679 to $241,507. Related party debt increased from $852,743 to $1,918,818 during the period.

Liquidity and Capital Resources

As of March 31, 2025, we had $63,956 in total current assets and $4,276,324 in total current liabilities. Accordingly, we had a working capital deficit of $4,212,368.

Cash used in operating activities was $266,443 for the six months ended March 31, 2025, as compared to $63,840 cash used in operating activities for the six months ended March 31, 2024.

Net cash provided by financing activities was $319,283 for the six months ended March 31, 2025, as compared to $64,658 for the quarter ended March 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.

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.

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.

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
		Chief Executive Officer and Director