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, 2026

☐ 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 May 13, 2026, the registrant had 707,267,948 outstanding 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)	1
Item 2.	Condensed Consolidated Statements of Operations and other comprehensive income (Unaudited)	2
Item 3.	Condensed Consolidated Statements of Changes in Stockholders’ Deficiency (Unaudited)	3
Item 4.	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
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		25

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31,			September 30,
	2026			2025
Assets
Current Assets:
Cash	$	108,942		$	57,365
Prepaid expenses		11,773			11,355
Total Current Assets		120,715			68,720
Other Assets:
Furniture and equipment, net of depreciation $94,718 and $89,418		18,172			19,465
Other Receivable		3,956			1,645
Other Assets		116,760			116,192
Right of Use Asset		85,329			107,024
Total Assets	$	344,932		$	313,046

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and other payable	$	1,795,702		$	1,866,742
Accrued interest payable		293,286			248,881
Due to related party		1,858,231			1,836,248
Lease Liability		57,800			59,834
Notes payable – $60,000 in default, at 03/31/26 and 09/30/25		321,603			312,316
Notes payable – related party		95,863			94,804
Convertible notes payable, net of discount $70,153 and $117,185		282,561			184,828
Convertible notes payable – related party, net of discount $34,160 and $58,452		288,517			214,225
Total Current Liabilities		4,993,563			4,817,878

Lease Liability		31,790			51,861
Total Liabilities	$	5,025,353		$	4,869,739

Stockholders’ Deficit
Preferred stock: 10,000,000 shares authorized; $0.00001 par value; no shares issued and outstanding		—			—
Common stock: 1,500,000,000 shares authorized; $0.00001 par value; 726,194,059 and 679,194,059 shares issued and outstanding		6,762			7,262
Additional paid-in capital		70,022,816			69,708,061
Stock Receivable		(795,000	)		(795,000	)
Stock Payable		1,768,414			606,635
Accumulated deficit		(76,061,814	)		(74,320,226	)
Accumulated other comprehensive income		383,653			239,991
Non-Controlling Interest		(5,252	)		(3,416	)
Total Stockholders’ Deficit		(4,680,421	)		(4,556,693	)
Total Liabilities and Stockholders’ Deficit	$	344,932		$	313,046

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,
	2026			2025			2026			2025

Revenue	$	—		$	—		$	—		$	—

Operating Expenses:
Professional Services		834,871			548,565			1,549,602			1,494,220
General and administrative		96,286			62,726			141,426			82,835
Total operating expenses		931,157			611,291			1,691,028			1,577,055

Loss from operations		(931,157	)		(611,291	)		(1,691,028	)		(1,577,055	)

Other Income (Expense):
Other income (expense)		38			1,142			38			(56,114	)
Interest expense		(57,884	)		(35,327	)		(116,976	)		(54,924	)
Gain on extinguishment of debt		106,500			—			106,500			—
Loss on extinguishment of debt		(127	)		—			(43,861	)		—
Total Other Income (Expense)		48,527			(34,185	)		(54,299	)		(111,038	)

Net Income (Loss) from continuing operations	$	(882,630	)	$	(645,476	)	$	(1,745,327	)	$	(1,688,093	)

Net Loss from discontinued operations		—			—			—			—

Net Income (Loss)	$	(882,630	)	$	(645,476	)	$	(1,745,327	)	$	(1,688,093	)

Net Loss attributed to non-controlling interest	$	(68	)	$	294		$	3,739		$	399

Net Loss attributed to Graphene & Solar Technologies Ltd.	$	(882,698	)	$	(645,182	)	$	(1,741,588	)	$	(1,687,694	)

Other Comprehensive Income	$	315,054		$	(12,656	)	$	143,662		$	89,448

Net Comprehensive Loss	$	(567,644	)	$	(657,838	)	$	(1,597,926	)	$	(1,598,246	)

Net Loss available to common shareholders	$	(567,644	)	$	(657,838	)	$	(1,597,926	)	$	(1,598,246	)

Income (Loss) per share:
Basic and diluted	$	(0.00	)	$	(0.00	)		(0.00	)	$	(0.00	)
Weighted average shares outstanding		908,568,111			647,389,204			874,223,764			631,553,637

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, 2026 and 2025


	Common Stock						Additional		Stock			Stock		Non-Controlling			Accumulated			Accumulated Comprehensive			Stockholders’
	Shares			Amount			Paid-in		Receivable			Payable		Interest			Deficit			Income			Deficit
Balance September 30, 2025		726,194,059			7,262			69,708,061		(795,000	)		606,635		(3,416	)		(74,320,226	)		239,991			(4,556,693	)
Shares issued for cash		—			—			—		—			76,051		—			—			—			76,051
Stock-based compensation		—			—			—		—			48,015		—			—			—			48,015
Debt Discount on Notes Payable		—			—			—		—			1,000		—			—			—			1,000
Shares issued for Debt Extinguishment		—			—			—		—			177,934		—			—			—			177,934
Settlement of Related Party Debt		—			—			251,853		—			503,147		—			—			—			755,000
Sale of Subsidiary Shares		—			—			11,699		—			—		1,519			—			—			13,218
Foreign currency translation adjustment		—			—			—		—			—		(30	)		—			(171,392	)		(171,422	)
Other comprehensive income, net of tax		—						—		—			—		(3,807	)		(858,890	)		—			(862,697	)
Balance December 31, 2025		726,194,059			7,262			69,971,613		(795,000	)		1,412,782		(5,734	)		(75,179,116	)		68,599			(4,519,594	)
Stock-based compensation		—			—			—		—			334,184		—			—			—			334,184
Shares Returned and Cancelled		(50,000,000	)		(500	)		500		—			—		—			—			—			—
Shares issued for Debt Extinguishment		—			—			—		—			7,148		—			—			—			7,148
Settlement of Related Party Debt		—			—			50,700		—			14,300		—			—			—			65,000
Sale of Subsidiary Shares		—			—			3		—			—		—			—			—			3
Foreign currency translation adjustment		—			—			—		—			—		414			—			315,054			315,468
Other comprehensive income, net of tax		—						—		—			—		68			(882,698	)		—			(882,630	)
Balance March 31, 2026		676,194,059			6,762			70,022,816		(795,000	)		1,768,414		(5,252	)		(76,061,814	)		383,653			(4,680,421	)


	Common Stock				Additional		Stock			Stock		Non-Controlling			Accumulated			Accumulated Comprehensive			Stockholders’
	Shares		Amount		Paid-in		Receivable			Payable		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	)		(72,058,142	)		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	)

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, 2026 and 2025

(Unaudited)


	2026			2025
Cash flows from operating activities
Net Income (loss)	$	(1,745,327	)	$	(1,688,093	)
Adjustments to reconcile net income/(loss) to net cash from operating activities:
Stock-based compensation		382,199			321,846
Depreciation expense		1,011			164
Amortization of discount		73,026			27,207
Gain on Settlement of Debt		(106,500	)		—
Loss on Settlement of Debt		43,861			—
Changes in operating assets and liabilities:
Accounts payable		148,762			74,676
Accrued interest payable		44,021			30,233
Other assets		—			(175,000	)
Other receivables		(3,169	)		75,665
Right of use assets		25,308			21,748
Lease liabilities		(25,882	)		(21,160	)
Due to related parties		841,910			1,066,271
Net cash used in operating activities		(320,780	)		(266,443	)

Cash flows from investing activities
Cash from sale of subsidiary shares		13,221			—
Cash acquired from purchase of subsidiary		—			—
Net cash used in investing activities		13,221			—

Cash flows from financing activities
Proceeds from issuance of common stock		76,051			—
Due to Affiliates		—			(823	)
Issuance of convertible note		50,000			220,106
Issuance of convertible note – related party		50,000			100,000
Net cash from financing activities		176,051			319,283

Effect of currency translations to cash flow		183,085			(1,531	)
Net change in cash and cash equivalents		51,577			51,309
Beginning of period		57,365			1,845
End of period	$	108,942		$	53,154

Supplemental cash flow information	Quarter ended March 31,
	2026		2025
Interest paid	$	—	$	—
Taxes	$	—	$	—
Noncash investing and financing activities:
Settlement of Debt for Common Stock	$	247,721	$	—
Settlement of Related Party Debt		820,000		—
Issuance of Common Stock as Debt Discount		1,000		164,026
Cancellation of shares		500		—
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, 2025.

Going Concern – The Company has incurred cumulative net losses since inception of $76,061,814 at March 31, 2026. 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 are 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, 2025.

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, 2026 and September 30, 2025, the Company had $108,942 and $57,365 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 three months ended March 31, 2026, the Company issued 0 shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.

During the six months ended March 31, 2026, the Company issued an aggregate of 0 shares of the Company’s common stock to members of the Board of Directors, employees, and consultants.

Total stock-based compensation expense was $382,199 for the six-months ended March 31, 2026 and $390,819 for the year ended September 30, 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 was $315,054 and $12,656 for the quarters ended March 31, 2026 and 2025, respectively.

Other comprehensive income was $143,662 for the six months ended March 31, 2026, and other comprehensive income of $89,448 for the six months ended March 31, 2025.

Accumulated other comprehensive income was $383,653 and $239,991, as of March 31, 2026 and September 30, 2025, 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.

Recent Accounting Pronouncements

Management does not believe that any recently issued but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Recently Adopted Accounting Standards

Effective for the fiscal year ended September 30, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. See Segment Reporting.

Segment Reporting

Effective as of the fiscal year ended September 30, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an enterprise about which separate financial information is available and are evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”), in order to assess performance and allocate resources. The Company has identified its Chief Executive Officer as the CODM.

The CODM evaluates the Company’s financial results and allocates resources on a consolidated basis. Based on this evaluation, the Company has determined that it operates as a single operating and reportable segment.

Although the Company has identified geographic regions for purposes of internal review and future revenue analysis, the Company and its subsidiaries have not generated any revenues to date. Accordingly, no geographic revenue information has been presented for the quarter ended March 31, 2026.

The Company’s assets are located in multiple jurisdictions and are managed on a consolidated basis. Because the Company operates as a single operating unit and has not generated revenues to date, management believes that presenting additional geographic asset information would not be meaningful. The Company will reassess its segment and geographic reporting disclosures as operations expand and revenues are generated.

In accordance with ASC 280, the Company provides the following segment information:

Schedule of segment information
	Six-Month Period Ended March 31, 2026
Revenue	$	—

Total Operating Expenses		1,691,028

Loss From Operations		(1,691,028	)

Total Other Income (Expense)		(54,299	)

Net Income (Loss)		(1,745,327	)

Net Loss Attributed to Non-Controlling Interest		3,739

Other Comprehensive Income		143,662

Net Comprehensive Loss	$	(1,597,926	)

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2026 and September 30, 2025 are summarized as follows:

Schedule of property and equipment
	March 31,			September 30,
	2026			2025
Laboratory and factory equipment	$	74,241		$	72,041
Computers		4,195			3,999
Furniture and fixtures		34,454			32,843
		112,890			108,883
Less accumulated depreciation		(94,718	)		(89,418	)
Net property and equipment	$	18,172		$	19,465

Depreciation expense for the quarter ended March 31, 2026 and the year-end September 30, 2025 were $1,011 and $4,352 respectively.

NOTE 4 – OTHER ASSETS

Other assets consist of the following:

Schedule of other assets
	March 31,		September 30,
	2026		2025
Security deposit – rental bond (Melbourne, Australia)	$	16,000	$	15,432
Deferred offering costs		100,760		100,760
Total other assets	$	116,760	$	116,192

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, 2026, 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, 2026 and September 30, 2025 were as follows:

Schedule of notes payable
Description	March 31, 2026		September 30, 2025
Notes payable – $60,000 in default, at 03/31/26 and 09/30/25	$	321,603	$	312,316
Notes payable – related party		95,863		94,804
Convertible notes payable, net of discount $70,153 and $117,185	$	282,561	$	184,829
Convertible notes payable – related party, net of discount $34,160 and $58,452	$	288,517	$	214,225

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 31, 2026, noteholders representing $52,607 in outstanding principal had not requested the exchange of shares of common stock. As of March 31, 2026 and September 30, 2025, the exchange obligation payable was $186,557 and $182,622, including accrued interest of $133,950 and $130,015, respectively. As of March 31, 2026 and September 30, 2025, the exchange obligation was for 56,362 shares and 55,173 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. The Company has not extended the maturity date and the note is in default. As of March 31, 2026 and September 30, 2025, the total convertible note payable balance was $60,501 and $59,005, including accrued interest of $30,501 and $29,005 respectively. As of March 31, 2026 and September 30, 2025, the exchange obligation was for 121,002 shares and 118,010 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 31, 2026 and September 30, 2025, the total convertible note payable balance is $113,315 and $108,329 including accrued interest of $13,315 and $8,329, respectively. As of March 31, 2026 and September 30, 2025, the exchange obligation is for 453,260 shares and 433,316 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 $61,027.

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, 2026 and September 30, 2025, the total convertible note payable balance is $112,466 and $107,479, including accrued interest of $12,466 and $7,479, respectively. As of March 31, 2026 and September 30, 2025, the exchange obligation is for 449,864 shares and 429,916 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 $100,000 upon the issuance of the notes, with subsequent amortization of debt discount totaling $59,452.

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, 2026 and September 30, 2025, the total convertible note payable balance is $18,601 and $17,770, including accrued interest of $1,936 and $1,105, respectively. As of March 31, 2026 and September 30, 2025, the exchange obligation is for 74,404 shares and 71,080 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 $1,363.

On February 26, 2025, the Company issued a convertible secured note payable of $3,441 to an individual. The note matures on February 26, 2027, and includes interest at 10%. The note is convertible at discretion of the holder into common shares of the Company at the rate of $0.25 per share. As of March 31, 2026 and September 30, 2025, the total convertible note payable balance is $3,841 and $3,669, including accrued interest of $400 and $228, respectively. As of March 31, 2026 and September 30, 2025, the exchange obligation is for 15,364 shares and 14,676 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 $281.

On October 22, 2025, the Company issued a convertible secured note payable of $50,000 to an individual. The note matures on October 22, 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, 2026 and September 30, 2025, the total convertible note payable balance is $52,493 and $0, including accrued interest of $2,493 and $0, respectively. As of March 31, 2026 and September 30, 2025, the exchange obligation is for 209,972 shares and 0 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 5,000,000 shares of common stock to the lender. The Company recorded an initial debt discount of $500 upon the issuance of the notes, with subsequent amortization of debt discount totaling $110.

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 $55,294 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 31, 2026 and September 30, 2025, the total balance of promissory notes payable stood at $62,657 and $59,899, inclusive of accrued interest totaling $7,362 and $4,605, respectively. Moreover, the exchange obligation associated with these notes amounted to 626,570 and 598,990 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. In December 2025, the Company further amended the note to extend the maturity date to May 2026. As consideration for the extension, the Company issued 608,233 shares of common stock to the lender, valued at $8,698, which was recorded as an expense during the period. No other terms of the note were changed.

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 $31,161 and accrues interest at a rate of 10% per annum. The note 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 share. As of March 31, 2026 and September 30, 2025, the total balance of promissory notes payable stood at $35,310 and $33,756, inclusive of accrued interest totaling $4,149 and $2,595, respectively. Moreover, the exchange obligation associated with these notes amounted to 353,100 and 337,560 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 750,000 shares of common stock to the lender. The Company recorded an initial debt discount of $2,493 upon the issuance of the notes, with subsequent amortization of debt discount totaling $2,493. During the quarter ended December 31, 2024, the Company amended the note to extend the maturity date from March 2025 to December 2025. Additionally, the noteholder agreed to capitalize $3,333 of accrued interest into the principal balance of the note. As consideration for the extension, the Company issued 623,220 shares of common stock to the lender, valued at approximately $62, which was recorded as an expense during the period. All other terms of the note remain unchanged. In December 2025, the Company further amended the note to extend the maturity date to May 2026. As consideration for the extension, the Company issued 342,771 shares of common stock to the lender, valued at $4,902, which was recorded as an expense during the period. No other terms of the note were changed.

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 $11,222 and accrues interest at a rate of 10% per annum. The note matured 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, 2026 and September 30, 2025, the total balance of promissory notes payable stood at $12,716 and $12,157, inclusive of accrued interest totaling $1,494 and $935, respectively. Moreover, the exchange obligation associated with these notes amounted to 127,160 and 121,570 shares of common stock, respectively. 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. In December 2025, the Company further amended the note to extend the maturity date to May 2026. As consideration for the extension, the Company issued 123,442 shares of common stock to the lender, valued at $1,765, which was recorded as an expense during the period. No other terms of the note were changed.

During the quarter ended December 31, 2024, the Company entered into an agreement to issue a convertible note payable with two officers of the Company. The note carries an aggregate principal balance of $100,000 and accrues interest at a rate of 10% per annum. The note matures in November 2026. Additionally, the note offers the option for conversion into common shares of the Company at the discretion of the holder, with a conversion rate of $0.25 per share. As of March 31, 2026 and September 30, 2025, the total balance of promissory notes payable stood at $113,315 and $108,329, inclusive of accrued interest totaling $13,315 and $8,329, respectively. Moreover, the exchange obligation associated with these notes amounted to 453,260 and 433,316 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 $61,151.

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 March 31, 2026 and September 30, 2025, the total balance of promissory notes payable stood at $27,500 and $26,253, inclusive of accrued interest totaling $2,500 and $1,253, respectively. Moreover, the exchange obligation associated with these notes amounted to 110,000 and 105,012 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 $3,647.

During the quarter ended September 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 $50,000 and accrues interest at a rate of 10% per annum. The note matures in August 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 March 31, 2026 and September 30, 2025, the total balance of promissory notes payable stood at $53,329 and $50,836, inclusive of accrued interest totaling $3,329 and $836, respectively. Moreover, the exchange obligation associated with these notes amounted to 213,316 and 203,344 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 5,000,000 shares of common stock to the lender. The Company recorded an initial debt discount of $1,500 upon the issuance of the notes, with subsequent amortization of debt discount totaling $477.

During the quarter ended December 31, 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 $50,000 and accrues interest at a rate of 10% per annum. The note matures in October 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 March 31, 2026 and September 30, 2025, the total balance of promissory notes payable stood at $52,493 and $0, inclusive of accrued interest totaling $2,493 and $0, respectively. Moreover, the exchange obligation associated with these notes amounted to 209,972 and 0 shares of common stock, respectively. In return for providing the loan, the Company authorized and issued 5,000,000 shares of common stock to the lender. The Company recorded an initial debt discount of $500 upon the issuance of the notes, with subsequent amortization of debt discount totaling $110.

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, 2026 and September 30, 2025, the total promissory notes payable balance was $123,718 and $120,726 including accrued interest of $63,718 and $60,726, 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 $250,000, 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, 2026 and September 30, 2025, the total notes payable balance was $263,887 and $261,207, including interest of $13,887 and $11,207, respectively.

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 31, 2026) 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.

NOTE 6 – RELATED PARTY

Due to 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, 2026, 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 $30,000 monthly. During the three months ended March 31, 2026, the Company incurred charges to operations of $90,000 with respect to this arrangement.

Parallel40 LLC, a management company controlled by Ms. Kristi Steele and Mr. David Hare, the Company’s Chief Sustainability Officers, provides management services to the Company for which the Company was charged $30,000 monthly. During the three months ended March 31, 2026, the Company incurred charges to operations of $90,000 with respect to this arrangement.

Russell Krause, the Chief Executive Officer for Ausquartz Group Holdings Pty Ltd, provides management services to the Company for which the Company was charged $25,000 monthly. During the three months ended March 31, 2026, the Company incurred charges to operations of $75,000 with respect to this arrangement.

Haminerals Pty Ltd, a management company controlled by Mr. Andrew Hamilton, the Company’s Chief Operations Officer (Australia), provides management services to the Company for which the Company was charged $20,000 monthly. During the three months ended March 31, 2026, 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 5.

Pagemark Limited, a management company controlled by Mr. David Halstead, a Company Director, entered into a convertible note agreement with the Company – see NOTE 5.

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 5.

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, 2026, the Company owed STR Ventures $465,300 in accrued consulting fees. These fees relate to ongoing consulting services provided by STR Ventures under the terms of an existing consulting agreement.

Stock based compensation

During the quarter ended March 31, 2026 and the year ended September 30, 2025, stock-based compensation expense relating to directors, officers, affiliates and related parties was $288,000 (-29,600,000 shares) and $274,450 (54,500,000 shares), respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

There were no new common shares were issued during the six- month period ending March 31, 2026. The Company has a total of 5,778,367 shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at March 31, 2026.

Pursuant to the terms of a consulting agreement, the Company granted 5,000,000 shares of common stock to Mr. Jason May as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 2,000,000 shares of common stock to Mr. Paul Saffron as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 2,500,000 shares of common stock to Mr. Russell Krause as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 1,000,000 shares of common stock to Ms. Kristi Steele as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 1,000,000 shares of common stock to Mr. David Hare as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 2,000,000 shares of common stock to Mr. Andrew Hamilton as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted a total of 20,000,000 shares of common stock to Ms. Kristine Woo as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 1,000,000 shares of common stock to Mr. Anthony Leigh as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 500,000 shares of common stock to Mr. Ilgar Isayev as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 250,000 shares of common stock to Mr. Stephen Barnett as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

As consideration for their fundraising activities and contributions to the Company, the Company granted 8,000,000 shares of common stock to Parallel 40 LLC as compensation for services rendered during the fiscal year ending September 30, 2026. These shares were issued in the third quarter of fiscal year 2026.

On October 22, 2025, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 5,000,000 shares of common stock to the noteholder. The shares were valued at a fair value of $500, based on the market price of $0.0001 per share on the date of the loan agreement. These shares were issued in the third quarter of fiscal year 2026.

On November 19, 2025, the Company entered into a debt conversion agreement with a related party, the Chief Operating Officer/USA, to settle outstanding obligations totaling $645,000. Pursuant to the terms of the agreement, the Company agreed to issue 43,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $460,100, based on the market price of $0.0107 per share on the date of the agreement. The carrying amount of the debt exceeded the fair value of the shares to be issued by $184,900; however, due to the related-party nature of the transaction, no gain or loss was recognized in the Company’s statement of operations. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance. Upon issuance of the shares, the difference between the carrying amount of the debt and the fair value of the shares will be recorded as an adjustment to additional paid-in capital.

On December 2, 2025, the Company entered into a loan extension and amendment agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 466,212 shares of common stock to the noteholder. The shares were valued at a fair value of $6,667, based on the market price of $0.0143 per share on the date of the loan agreement. These shares were issued in the third quarter of fiscal year 2026.

On December 2, 2025, the Company entered into a loan extension and amendment agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 608,233 shares of common stock to the noteholder. The shares were valued at a fair value of $8,698, based on the market price of $0.0143 per share on the date of the loan agreement. These shares were issued in the third quarter of fiscal year 2026.

On December 3, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $130,000. Pursuant to the terms of the agreement, the Company agreed to issue 12,380,952 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $172,095, based on the market price of $0.0139 per share on the date of the agreement. As a result, the Company recognized a loss on debt settlement of $42,095, representing the excess of the fair value of the shares to be issued over the carrying amount of the debt. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On December 3, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $4,200. Pursuant to the terms of the agreement, the Company agreed to issue 420,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $5,838, based on the market price of $0.0139 per share on the date of the agreement. As a result, the Company recognized a loss on debt settlement of $1,638, representing the excess of the fair value of the shares to be issued over the carrying amount of the debt. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On December 9, 2025, the Company entered into a debt conversion agreement with a related party, the Chief Operating Officer/Australia, to settle outstanding obligations totaling $110,000. Pursuant to the terms of the agreement, the Company agreed to issue 7,333,333 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $43,047, based on the market price of $0.0059 per share on the date of the agreement. The carrying amount of the debt exceeded the fair value of the shares to be issued by $66,953; however, due to the related-party nature of the transaction, no gain or loss was recognized in the Company’s statement of operations. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance. Upon issuance of the shares, the difference between the carrying amount of the debt and the fair value of the shares will be recorded as an adjustment to additional paid-in capital.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor, the Company issued 80,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

On December 29, 2025, the Company entered into a share purchase agreement with a shareholder to issue 10,000,000 shares of common stock for cash at a purchase price of $0.0067 per share. These shares were issued in the third quarter of fiscal year 2026.

On December 29, 2025, the Company entered into a share purchase agreement with a shareholder to issue 1,000,000 shares of common stock for cash at a purchase price of $0.0067 per share. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and certain investors, the Company agreed to issue 80,000 shares of its common stock to such investors. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement executed on January 1, 2026, the Company granted 10,000,000 shares of common stock to Mr. Paul Saffron as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement executed on January 1, 2026, the Company granted 3,000,000 shares of common stock to Mr. Danny Kennedy as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement executed on January 1, 2026, the Company granted 1,000,000 shares of common stock to Mr. Victor Pereira as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Thompson Family Trust was awarded 2,000,000 shares as a performance bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Matthew Brown was awarded 1,000,000 shares as a performance bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Mark Anderson was awarded 1,000,000 shares as a performance bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On January 14, 2026, the Company filed Articles of Amendment to its Articles of Incorporation with the Colorado Secretary of State to increase the number of authorized shares of the Company’s common stock from 800,000,000 shares, par value $0.00001 per share, to 1,500,000,000 shares, par value $0.0001 per share. The amendment was approved by the Company’s Board of Directors and became effective upon filing with the Colorado Secretary of State

On January 31, 2026, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $1,020. Pursuant to the terms of the agreement, the Company agreed to issue 51,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $1,148, based on the market price of $0.0225 per share on the date of the agreement. As a result, the Company recognized a loss on debt settlement of $128, representing the excess of the fair value of the shares to be issued over the carrying amount of the debt. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a services agreement executed on February 1, 2026, the Company granted 2,400,000 shares of common stock to Mr. Arnold Sock. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On February 11, 2026, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $112,500. Pursuant to the terms of the agreement, the Company agreed to issue 7,500,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $6,000, based on the market price of $0.0008 per share on the date of the agreement. As a result, the Company recognized a gain on debt settlement of $106,500, representing the excess of the carrying amount of the debt over the fair value of the shares to be issued. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On February 25, 2026, 50,000,000 shares of common stock were returned from the holder and cancelled. No value was exchanged for these shares.

On March 12, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Executive Officer/Ausquartz Group Holdings, to settle outstanding obligations totaling $65,000. Pursuant to the terms of the agreement, the Company agreed to issue 13,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $14,300, based on the market price of $0.0011 per share on the date of the agreement. The carrying amount of the debt exceeded the fair value of the shares to be issued by $50,700; however, due to the related-party nature of the transaction, no gain or loss was recognized in the Company’s statement of operations. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance. Upon issuance of the shares, the difference between the carrying amount of the debt and the fair value of the shares will be recorded as an adjustment to additional paid-in capital.

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, 2026, the Company recorded a gain of $249 attributable to the non-controlling interest in WMC, representing the portion of WMC’s net loss allocable to the minority ownership.

During the six-month period ended March 31, 2026, the Company sold additional shares of its subsidiary, The Quartz & Silicon Materials Company Pty Ltd. (“QSM/AU”), resulting in third-party investors holding a total of 45.57% of the subsidiary’s outstanding equity and an increase in non-controlling interest. In connection with the transaction, $3,490 was recorded as non-controlling interest within stockholders’ equity, representing the ownership interest attributable to the minority shareholders.

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 31, 2026, the balance sheet includes a ROU asset of $85,329 and lease liabilities of $89,590 related to this lease.

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

Schedule of future minimum payments
		In USD
2026	$	$27,554
2027		62,036
Total operating lease liabilities	$	$89,590

Rent expense for the period ended March 31, 2026 and September 30, 2025 was $28,088 and $63,607, respectively, and is included in “General and Administrative” expenses on the related statements of operations.

Finance Leases

As of March 31, 2026 and March 31, 2025, the Company had no finance leases.

NOTE 9 – OTHER RECEIVABLE

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

During the 2024 fiscal year, the Company entered into an arrangement with a third-party financing provider that advanced funds to the Company based on the anticipated rebate. Upon receipt of the rebate from the Australian Taxation Office in October 2024, the financing provider deducted its fees and remitted the net proceeds to the Company. During the three months ended December 31, 2024, the Company collected $21,705. The remainder was written off to expenses.

NOTE 10 – SUBSEQUENT EVENTS

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor, the Company issued 200,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to the terms of a debt conversion agreement, the Company issued 519,444 shares in the third quarter of the fiscal year 2026.

Pursuant to the terms of a convertible note agreement, the Company issued 5,000,000 shares of its common stock to the noteholder. These shares were issued in the third quarter of fiscal year 2026.

The Company granted 8,000,000 shares of common stock as compensation for services rendered during the fiscal year ending September 30, 2026. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to the terms of a loan extension agreement, the Company issued 466,212 shares of its common stock to the noteholder. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to the terms of a loan extension agreement, the Company issued 608,233 shares of its common stock to the noteholder. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to the terms of a share purchase agreement, the Company issued 10,000,000 shares of its common stock to the investor. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to the terms of a share purchase agreement, the Company issued 1,000,000 shares of its common stock to the investor. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to the terms of a debt conversion agreement, the Company has agreed to issue 10,000,000 shares of common stock. As of this filing date, the shares have been approved but remain unissued.

Pursuant to the terms of a share purchase agreement, the Company has agreed to issue 20,000,000 shares of common stock. As of this filing date, the shares have been approved but remain unissued.

The Company has evaluated events occurring subsequent to March 31, 2026 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, 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 March 31, 2026 and 2025, we generated no revenues, and thus no cost of sales or gross profits.

For the fiscal quarter ended March 31, 2026 and 2025, we incurred $931,157 and $611,291 respectively in operating expenses.

For the fiscal quarter ended March 31, 2026 we recorded interest expense of $57,884, while in the fiscal quarter ended March 31, 2025 we incurred expenses of $35,327. Both items are represented by accrued interest on debt. Other income/(expense) of $48,527 was incurred in the fiscal quarter, March 31, 2026, and $34,185 in fiscal quarter, March 31, 2025.

For the six months ended March 31, 2026, we reported net loss before taxes of $882,630, while in the six months ended March 31, 2025, we reported a net loss before taxes of $1,688,093.

For the periods ended March 31, 2026 and September 30, 2025, our cash positions were $108,942 and $57,365, respectively.

As of March 31, 2026, we had total current liabilities of $4,993,563 while as of September 30, 2025, we had total current liabilities of $4,817,878 an increase of about 4%. Accrued interest payable increased from $248,881 to $293,286. Related party debt increased from $1,836,248 to $1,858,231 during the period.

Liquidity and Capital Resources

As of March 31, 2026, we had $120,715 in total current assets and $4,993,563 in total current liabilities. Accordingly, we had a working capital deficit of $4,872,848.

Cash used in operating activities was $320,780 for the six months ended March 31, 2026, as compared to $266,443 cash used in operating activities for the six months ended March 31, 2025.

Cash used in investing activities was $13,221 for the six months ended March 31, 2026, as compared to $0 cash used in investing activities for the six months ended March 31, 2025.

Net cash provided by financing activities was $176,051 for the six months ended March 31, 2026, as compared to $319,283 for the quarter ended March 31, 2025.

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, 2025 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, 2025 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, 2025.

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: May 15, 2026	By:	/s/ Jason May
		Chief Executive Officer and Director