false 2024 FY 0001497649

 2025-07-14

 2019-10-01
 2020-09-30

 2020-10-01
 2021-09-30

 us-gaap: EquipmentMember

 us-gaap: EquipmentMember

 us-gaap: ComputerEquipmentMember

 us-gaap: ComputerEquipmentMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 2012-06-01
 2012-06-29

 2012-06-29

 2016-01-30
 2016-02-01

 2017-01-31

 GSTX:FirstQuarterMember

 2023-12-31

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 2023-12-31

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 GSTX:SecondQuarterMember

 2024-03-31

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 2024-01-01
 2024-03-31

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 2024-06-30

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 2024-04-01
 2024-06-30

 GSTX:MiLabsPtyMember

 2023-02-27
 2023-02-28

 GSTX:MiLabsPtyMember

 2023-02-28

 GSTX:MiLabsPtyMember

 2023-07-01
 2023-07-31

 GSTX:AndrewLiangMember

 2022-12-04
 2022-12-05

 GSTX:AndrewLiangMember

 2022-12-05

 GSTX:AndrewLiangMember

 2019-10-01
 2020-09-30

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 2019-10-01
 2020-09-30

 GSTX:WMCMember

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 GSTX:JasonMayMember
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 GSTX:AndrewLiangMember
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 GSTX:SativusInvestmentsMember
 GSTX:PaulSaffronMember
 GSTX:ManagementServicesMember

 GSTX:ParallelFourtyLLCMember
 GSTX:MsKristiSteeleAndMrDavidMember
 GSTX:ManagementServicesMember

 GSTX:HamineralsPtyLtdMember
 GSTX:MrAndrewHamiltonMember
 GSTX:ManagementServicesMember

 GSTX:USThinFilmsCorporationMember
 GSTX:DavidHalsteadMember

 2024-06-27

 GSTX:USThinFilmsCorporationMember
 GSTX:DavidHalsteadMember

 2024-06-24
 2024-06-27

 GSTX:BoardOfDirectorsMember

 GSTX:BoardOfDirectorsMember

 country: NZ

 GSTX:LocalMember

 GSTX:LocalMember

 GSTX:ForeignMember

 GSTX:ForeignMember

 srt: MaximumMember

 srt: MinimumMember

 country: NZ

 country: NZ

 country: NZ

 GSTX:USThinFilmsCorporationMember

 2024-07-27

 GSTX:USThinFilmsCorporationMember

 2023-11-01

 GSTX:AusquartzMember

 2024-07-28

 GSTX:AusquartzMember

 2024-07-25
 2024-07-28

 GSTX:AusquartzMember

 GSTX:AusquartzMember

 GSTX:MrJasonMember

 GSTX:MrPaulSaffronMember

 GSTX:MsKristiSteeleMember

 GSTX:MrDavidHareMember

 GSTX:MrAndrewHamiltonMember

 GSTX:MsKristineWooMember

 GSTX:MrAnthonyLeighMember

 GSTX:MrRussellKrauseMember

 GSTX:MrNeilMorrisMember

 GSTX:MsKristineWooOneMember

 GSTX:Parallel40LLCMember

 GSTX:Parallel40LLCMember

 GSTX:CorbinHareMember

 GSTX:CorbinHareMember

 GSTX:PagemarkLimitedMember

 GSTX:PagemarkLimitedMember

 GSTX:AllegroInvestmentsMember

 GSTX:AllegroInvestmentsMember

 GSTX:TheSteveGazisTrustMember

 GSTX:TheSteveGazisTrustMember

 GSTX:ConstantinosVastisMember

 GSTX:ConstantinosVastisMember

 GSTX:TheodorosPavlouMember

 GSTX:TheodorosPavlouMember

 GSTX:Parallel40LLCOneMember

 GSTX:Parallel40LLCOneMember

 GSTX:MrDavidHalsteadMember

 GSTX:NexChangeIncMember

 GSTX:StuartAllenMember

 FORM

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION
 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended September 30, 2024

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
file number: 333-174194

 GRAPHENE & SOLAR TECHNOLOGIES LIMITED

 (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 Boulevard Suite 300
 Phoenix, AZ

 85028

 (Address of principal executive
 offices)

 (Zip Code)

 Registrant's
telephone number, including area code: (602) 388-8335

 Securities
registered pursuant to Section 12(b) of the Act: None.

 Title of Each
Class. N/A

 Trading Symbol.
N/A

 Name of Each
Exchange as which registered. N/A

 Securities
registered pursuant to Section 12(g) of the Act: None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such filing). Yes No

 Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
and/or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth 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.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes No

 The
aggregate market value of the voting stock held by non-affiliates of the registrant on September 30, 2024 was approximately $ 1,662,850.45.

 As of
July 14, 2025, the registrant had 705,444,059
outstanding shares of common stock.

 Documents
Incorporated by Reference: None

 Page

 Part
 I

 Item
 1.

 Business.

 Item
 1A.

 Risk
 Factors.

 Item
 1B.

 Unresolved
 Staff Comments.

 Item
 2.

 Properties.

 Item
 3.

 Legal
 Proceedings.

 Part
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 Selected
 Financial Data.

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial
 Statements and Supplementary Data.

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls
 and Procedures.

 Item
 9B.

 Other
 Information.

 Part
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance.

 Item
 11.

 Executive
 Compensation.

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal
 Accountant Fees and Services.

 FORWARD-LOOKING STATEMENTS

 This report
contains forward-looking statements. The Securities and Exchange Commission (the "Commission") encourages companies to disclose
forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions.
This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out
anticipated results based on management's plans and assumptions regarding future events or performance. We have tried, wherever
possible, to identify such statements by using words such as "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "will" and similar expressions in
connection with any discussion of future operating or financial performance. In particular, these include statements relating to future
actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal
proceedings, and financial results.

 We caution
that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially
from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking
statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation
to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect
the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible
for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements.

 ITEM 1.
BUSINES S

 Overview

 The core business
of GSTX is manufacturing the materials and technologies for a greener more sustainable future. In line with the UN Sustainable Development
Goals ( the company is focused on two key sectors, energy and water. GSTX has established/acquired a portfolio
of businesses specializing in using advanced manufacturing to make advanced materials for energy and water production. With a strong
ESG focus the company is committed to establishing local manufacturing of tangible products for local markets.

 In the energy space,
the company is leveraging its existing business and management's core competency to reshore solar manufacturing. The initial target
markets are USA and Australia but exploring opportunities in Southeast Asia and Europe. A made locally approach.

 The solar market
is growing strongly (>10% annual growth). In addition to its strong environmental credentials, solar is now the cheapest form of electricity
generation. The fundamental economics of solar are driving this market growth. With the market adoption, and price reductions, of short-term
battery storage, many solar and battery installations are completely independent of grid-based distribution. Solar is a mature, proven
technology.

Q1 in the USA alone a record 11GW of solar was installed. This accounted for 75% of new energy installations in America. Currently in
the US alone there are approximately 15GW of solar cell and panel manufacturing factories under construction. There are an additional
approximate 15GW of factories in planning. The solar market in the USA at present is very strong. A solar panel is made up of multiple
solar cells made from silicon wafers. At present 99% of all silicon wafers are made in China. US-based silicon wafer production and the
majority of cell and panel production ceased over a decade ago. As a result, China completely dominates solar manufacturing. All but
one of the new American based factories are relying on Chinese produced wafers for their production. GSTX plans to be one of the first
companies in production of American made silicon wafers during Q1/Q2 2026.

 Silicon Wafer
Manufacturing

 The solar supply
chain can be depicted as follows:

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

 GSTX has established
a new, wholly owned, subsidiary, The Quartz & Silicon Materials Company Ltd ("QSM") to hold its businesses involved in
the solar manufacturing sector. QSM is the parent company for:

 •

 Ausquartz Group Holdings (AUSQUARTZ) – An Australian based company with world class expertise in high purity quartz. Ausquartz operates a test and pilot production facility in Melbourne Australia. The company is successfully producing solar and semiconductor grade quartz sand.

 •

 Wafer Manufacturing Company (WMC) – A USA based company developing silicon wafer manufacturing operations for supplying downstream solar cell manufacturers. WMC is a joint venture with American Solar Manufacturing Corporation.

 •

 Southern Silicon – A New Zealand based company developing a silicon metal smelter and a polysilicon production plant on the South Island of New Zealand. These two facilities will utilise local resources and green (renewable) power.

 QSM is 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 American "Inflation Reduction 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.

 Water Harvesting

 Water scarcity is
at the center of the world's most significant challenges. The United Nations estimates approximately 30% of the world's population
will face severe water shortages by 2025. Many people do not realise that the atmosphere, the air we breathe, contains a significant
amount of water. Humidity is water in the air. Air can hold 1-2 ounces of water per cubic yard. At any one instant, the Earth's
atmosphere contains 37.5 trillion gallons of water vapor – enough to cover the entire surface of the planet with 1.5 inches of
rain if condensed.

 In parallel, massive
population growth and urbanisation has led to an unprecedented demand for fresh water. Investment in infrastructure has been woefully
inadequate, resulting in severe and critical water stress globally. There are an estimated 13 trillion litres (3.4 trillion gal) of water
floating in the atmosphere at any one time. There is 6 times as much fresh water in the air as in all rivers and lakes in the world.

 The company maintains
a strong interest in the development of water harvesting products, however the current focus of the company is on development and commercialization
of its solar business.

 To that end, the
company has temporarily paused these development activities to focus on establishing its solar manufacturing business.

 Graphene Material

 The company has a
strong interest in the downstream, commercial, applications of graphene. Unfortunately, the graphene sector has struggled to achieve
significant commercial adoption of its materials. In addition, the scalable, bulk, production of graphene is also yet to be achieved
at commercially economic levels. Graphene continues to show early stage promising technological improvements, but larger scale business
opportunities remain elusive. GSTX management remain active in the sector and believe that graphene has a commercial future, but at present
GSTX has paused actively developing its graphene opportunities. Graphene remains an interest of the company and continues to monitor
the sector. The company remains interested in bulk production of graphene for the additive markets.

 US Thin Films

 GSTX has recently
restructured its shareholding in US Thin-Film Corporation. GSTX is now a minority shareholder (19%) of US Thin-Film Corporation.

 The company is presently
in discussions with several contract manufacturing groups to produce initial samples of its thin film technology, branded Dragonfly film,
for product qualification and pre-sales activity purposes.

 Other areas of
interest

is also exploring acquisition opportunities for Critical Resource Assets (Minerals with identified supply chain risk), rare earth mineral
extraction, zero emission fossil fuel replacement, green hydrogen, and ammonia production.

 Government
Product Approvals.

 There are
no identified government approvals required for our products and no export restrictions for the products.

 Effect
of Existing or Probable Governmental Regulations on the Business.

believes that there are no identified existing or probable government regulations that will adversely impact our business.

believes that the proposed introduction/increase of import duties/tariffs on solar equipment and products from China and South East Asia
will benefit the proposed company operations in the US.

 Research
and Development Activities.

 The primary
research and development during the next fiscal year will involve further development and evaluation of new efficient material processing
techniques. The company plans to manufacture samples of its products for customer validation and presales activity purposes.

 Compliance
with Environmental Laws.

 Based upon
our long-term experience, management believes that the nature of our proposed processing operations does not involve any onerous environmental
compliance requirements. Compliance costs have been identified and quantified in the company plan of operations, business plan including
financial plan.

 Employees.

 Certain members
of our management team have been involved in this industry since 2005 and this has resulted in an experienced team of learned employees,
advisors and technical experts in various locations and capacities within both Australia, Central Europe, and in the United States. It
is planned to increase fulltime and part time employees/contractors from the present levels to a minimum of 30 within the next 12 months,
subject to the company securing additional funding.

 At the present
time we rely upon experienced consultants with whom management has long-term relationships.

 Executive
Management and Technical Team.

 Our executive
management and technical team have largely co-worked together since 2005, and especially the last 5 years in Melbourne, Australia, China
and the USA. All the specialized human resources are available to us.

 ITEM 1.A. RISK
FACTORS.

 Not applicable.

 ITEM 1.B. UNRESOLVED
STAFF COMMENTS.

 Not Applicable

 ITEM 2.
PROPERTIES.

 We own general
office, lab and factory equipment with a net book value of $26,262 and $937 as of September 30, 2024 and 2023 respectively, net of depreciation.

 We currently
maintain a representative office at 11201 North Tatum Boulevard suite 300 Phoenix, Arizona 85028 (the Company pays monthly rent in the
amount of $278 for this office).

 ITEM 3.
LEGAL PROCEEDINGS.

 Not applicable

 ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our common
stock at September 30, 2024 trades in the OTC Markets OTC Pink Market under the symbol "GSTX". Shown below is the range of
high and low closing prices for our common stock for the periods indicated. The market quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

 Quarter
 Ended

 High

 Low

 September 30, 2022

 $

 0.16

 $

 0.16

 December 31, 2022

 $

 0.07

 $

 0.06

 March 31, 2023

 $

 0.00

 $

 0.00

 June 30, 2023

 $

 0.00

 $

 0.00

 September 30, 2023

 $

 0.00

 $

 0.00

 December 31, 2023

 $

 0.03

 $

 0.02

 March 31, 2024

 $

 0.02

 $

 0.01

 June 30, 2024

 $

 0.01

 $

 0.01

 September 30, 2024

 $

 0.00

 $

 0.00

 Holders of
our common stock are entitled to receive dividends as may be declared by the Board of Directors. Our Board of Directors is not restricted
from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated
that cash dividends will ever be paid.

 Our Articles
of Incorporation authorize our Board of Directors to issue up to 800,000,000 shares of common stock and up to 10,000,000 shares of preferred
stock. The provisions in the Articles of Incorporation relating to the preferred stock allow our directors to issue preferred stock with
multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common
stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered
beneficial to shareholders, generally, and will have the effect of limiting shareholder participation in certain transactions such as
mergers or tender offers if these transactions are not favored by our management.

 As of September
30, 2024, we had approximately 398 shareholders of record.

 We have not
declared or paid any dividends on our common stock since our inception, and we do not anticipate declaring or paying any dividends on
our common stock for the foreseeable future. We currently intend to retain any future earnings to finance future growth. Any future determination
to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations,
capital requirements and other factors the board of directors considers relevant.

 ITEM 6. SELECTED FINANCIAL DATA.

 Not applicable.

 ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 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-K. Our Management's Discussion and Analysis contains not only statements
that are historical facts, but also statements that are forward-looking. Forward-looking statements can be by their very nature, uncertain
and risky. Although the forward-looking statements in this 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.

 Overview

 In July
2017, the Company acquired Solar Quartz Technologies Limited, a New Zealand corporation with substantial mineral resource and technical
engineering assets.

 In September
2021, the Company through its 100% owned subsidiary, US Thin Film Corporation, acquired Specialty Material Group, Cayman Island corporation
who holds a significant group of invention and processing patents in making Nanoparticle conductive thin film material for various industrial
and technology applications.

 We continue
to seek new financing in the form of equity, debt, or a combination thereof to meet further development and general operating obligations.
Achieving sufficient funds soon is of vital importance. The Company has managed to raise sufficient capital by sale of shares, but as
of September 30, 2024, the Company has not been successful in raising sufficient funds to maintain primary operations. 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
renewed focus and strategy to supply silicon wafers and solar cells for the photovoltaic manufacturing sector. This leverages the existing
company operations and upstream supply chain components (quartz sand, crucibles). The company is exploring partnerships with established
incumbent manufacturers to reshore production to the USA and Australia.

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 the FY 2025 is to establish initial production and begin generating revenue.

 Results of Operations.

 Years
Ended September 30, 2024 and 2023

 Years Ended

 2024

 2023

 Changes ($)

 Operating expenses

 $
 2,560,850

 1,273,106

 $
 (1,287,744
)

 Other Expense

 $
 (23,421
)

 31,956

 $
 (55,377
)

 Net Income (loss)

 $
 (2,537,429
)

 $
 (1,305,062
)

 $
 1,232,367

 For the
years ended September 30, 2024 and 2023, we generated no revenues, and thus no cost of sales or gross profits.

 For the
years ended September 30, 2024 and 2023, we incurred $2,560,850 and $1,273,106, respectively in operating expenses. The operating
expense increases are due primarily to increased costs of contracting professional services in the development of markets, financing,
legal fees, and other general and administrative expenses.

 For the
years ended September 30, 2024 and 2023, our other income (expenses) consisted of the following:

 Years Ended

 2024

 2023

 Changes ($)

 Other (Income) Expense:

 Interest expense

 $
 (50,076
)

 $
 (23,249
)

 $
 (26,827
)

 Other income

 75,197

 31,455

 43,742

 Impairment of assets

 —

 —

 —

 Foreign currency transaction gain

 —

 —

 —

 Change in fair value of derivative liability

 —

 —

 —

 Loss on extinguishment of debt

 (1,700
)

 (40,162
)

 38,462

 $
 23,421

 $
 (31,956
)

 $
 55,377

 For the
year ended September 30, 2024, we reported a net loss before taxes of $2,533,799 compared to a net loss before taxes of $1,305,062 for
the year ended September 30, 2023. Since there were no tax obligations in either year, net loss in each year was the same as that reported
before taxes.

 Cash
Flows

 Years Ended

 2024

 2023

 Changes ($)

 Cash Flows used in Operating Activities

 $
 (96,029
)

 (72,180
)

 $
 (23,849
)

 Cash Flows Provided (Used) by Investing Activities

 $

 —

 $

 Cash Flows provided by Financing Activities

 $
 117,857

 $
 46,144

 Effect of exchange rate in cash

 (21,396
)

 (1,296
)

 (20,100
)

 Net Change in Cash During Period

 $

 $
 (1,763
)

 $
 2,514

 Cash Flow from
Operating Activities

 Cash flows
used in operating activities was $96,029 in the year ended September 30, 2024, while for the year ended September 30, 2023, the
Company expended $72,180.

 The increase
in the year ended September 30, 2024 was primarily due to an increase in accounts payable and accrued expenses, primarily for legal and
consulting expenses and due to related parties.

 Cash
Flow from Investing Activities

 Shareholder
loans and some minimal funding activities were mainly significant in the year ended September 30, 2024 and 2023.

 Cash
Flow from Financing Activities

 Cash from
financing activities in the year ended September 30, 2024 contributed $117,857, $110,857 from proceeds of convertible notes payable and
$7,000 from the sales of shares. Cash from financing activities in the year ended September 30, 2023 contributed $71,713, $138,093 from
the sales of shares to unaffiliated investors and $133,005 from proceeds of a convertible note payable.

 Liquidity
and Capital Resources.

 Years
Ended September 30, 2024 and 2023.

 2024

 2023

 Changes ($)

 Cash

 $
 1,845

 $
 1,094

 $

 Working capital deficit

 $
 (3,012,641
)

 $
 (4,984,957
)

 $
 1,972,316

 Total assets

 $
 306,713

 $
 18,130

 $
 288,583

 Total liabilities

 $
 (3,143,686
)

 $
 (4,997,159
)

 $
 1,853,473

 Total stockholders' deficit

 $
 (2,836,973
)

 $
 (4,979,029
)

 $
 2,142,056

 As of
September 30, 2024, we had total current liabilities of $3,026,409, while as of September 30, 2023 we had total current liabilities
of $4,997,159, a decrease of $1,970,750. The decrease in current liabilities was primarily due to the sale of US Thin-Films Corporation.

 As of
September 30, 2024, we had a working capital deficit of $3,012,641 compared to a working capital deficit of $4,984,957 as of September
30, 2023. As of September 30, 2024, we had cash and cash equivalents of $1,845 and total assets of $16,109 compared to cash and cash
equivalents of $1,094 and total assets of $306,713 as of September 30, 2023.

 General Discussion.

 Whereas
management has been successful in the past in raising capital, there are no assurances that these sources of financing will continue
to be available to us and/or that demand for our common stock will be sufficient to meet our capital needs, or that financing will be
available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business
opportunities or respond to competitive pressures or may be required to reduce the scope of our planned product development and marketing
efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have
a material adverse effect on our financial condition, which could require it to:

 seek
 joint venture partners;

 monetize
 its assets;

 seek
 arrangements with strategic partners or other parties that may require the company to relinquish significant rights to products,
 technologies or markets; or

 explore other strategic
 alternatives, including a merger or sale of our company.

 Cease
 current operations

 To the
extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may
result in dilution to our existing stockholders. If additional funds are raised through the issuance of debt securities, these securities
may have rights, preferences, and privileges senior to holders of common stock and the terms of such debt could impose restrictions on
our operations. Regardless of whether our cash assets prove to be inadequate to meet its operational needs, we may seek to compensate
providers of services by issuance of stock in lieu of cash, which may also result in dilution to our existing stockholders.

 Inflation.

 The impact
of inflation on our costs and the ability to pass on cost increases to its customers over time is dependent upon market conditions. We
are not aware of any inflationary pressures that have had any significant impact on its operations over the past quarter and we do not
anticipate that inflationary factors will have a significant impact on future operations.

 Impact
of the Inflation Reduction Act.

 The Inflation
Reduction Act of 2022 (the "IRA") was signed into law on August 16, 2022. Among other things, the IRA contained certain clean
energy incentives and initiatives. The Company operates in sectors that management believe will benefit from these initiatives.

 Going
Concern and Management's Liquidity Plans.

 As reflected
in the consolidated financial statements, the Company had an accumulated deficit at September 30 2023, a net loss and net cash used in
operating activities for the year then ended and has generated no revenues since inception. These factors raise substantial doubt about
the Company's ability to continue as a going concern within one year from the issuance date of the consolidated financial statements.

 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. The Company may need to incur additional liabilities with certain related parties to sustain the Company's
existence until such time that funds provided by operations are sufficient to fund working capital requirements. There can be no assurance
that the Company will be able to raise any additional capital.

may also require additional funding to finance the growth of our anticipated future operations as well as to achieve its strategic objectives.
There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. In that event, the
Company would be required to change its growth strategy and seek funding on that basis, if at all.

plan regarding these matters is to raise additional debt and/or equity financing to allow the Company the ability to cover its current
cash flow requirements and meet its obligations as they become due. There can be no assurances that financing will be available or if
available, that such financing will be available under favorable terms. In the event that the Company is unable to generate adequate
revenues to cover expenses and cannot obtain additional financing in the near future, the Company may seek protection under bankruptcy
laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating
to the recovery of the recorded assets or the classification of the liabilities that might be necessary.

 Off-Balance
Sheet Arrangements.

 We do
not maintain off-balance sheet arrangements, nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.

 Critical
Accounting Policies and New Accounting Pronouncements.

 The Securities
and Exchange Commission SEC has issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical
Accounting Policies," suggesting companies provide additional disclosure and commentary on their most critical accounting policies.
In FRR 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important
to the portrayal of a company's financial condition and operating results and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition,
our most critical accounting policies are set forth below. The methods, estimates, and judgments the company uses in applying these most
critical accounting policies have a significant impact on the results the company reports in its financial statements.

 A summary
of the significant accounting policies applied in the preparation of the accompanying financial statements follows:

 Stock-Based
Compensation – We account for employee and non-employee stock-based compensation using the fair value method. The fair value
attributable to stock options is calculated based on the Black-Scholes option pricing model and is amortized to expense over the service
period which is equivalent to the time required to vest the stock options.

 Income
Taxes – Income taxes are provided based on the liability method for financial reporting purposes. Under this method deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred
income tax assets to the amount expected to be realized.

 Uncertain
tax positions are recognized in the financial statements only if that position is more likely than not of being sustained upon examination
by taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain
tax positions in income tax expense.

 We are
required to file federal income tax returns in the United States and in various state and local jurisdictions. Our tax returns filed
since inception are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal
statutes of limitations in the applicable jurisdiction.

 Earnings
Per Share – Basic earnings per share have been calculated based upon the weighted-average number of common shares outstanding.
Diluted earnings per share have been calculated based upon the weighted-average number of common and potential shares and is not presented
when anti-dilutive.

 Financial
Instruments and Fair Value Measurements - As defined in ASC 820 "Fair Value Measurements," fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use
in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique.
These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based
on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement)
and the lowest priority to unobservable inputs (level 3 measurement).

determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest
level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs
an analysis of the assets and liabilities at each reporting period end.

financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, and due to related parties. The carrying
amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing
rates unless otherwise disclosed in these financial statements.

 Derivative
Financial Instruments - The Company accounts for freestanding contracts that are settled in a company's own stock, including
common stock warrants, to be designated as an equity instrument or generally as a liability. A contract so designated is carried at fair
value on a company's balance sheet, with any changes in fair value recorded as a gain or loss in a company's results of operations.

records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes
in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of
the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period
to period. The recognition of these derivative amounts does not have any impact on cash flows.

 At the
date of the conversion of any convertible debt, the pro rata fair value of the related embedded derivative liability is transferred to
additional paid-in capital.

determines our derivative liabilities to be a Level 3 fair value measurement and uses the Binomial pricing model to calculate the fair
value. There are no derivative liabilities as of September 30, 2024 and 2023. The Binomial model requires six basic data inputs: the
exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock
price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.
The fair value of each convertible note is estimated using the Binomial valuation model.

 Recently
Issued Accounting Pronouncements – For discussion of recently issued accounting pronouncements, please see Note 2 to the consolidated
financial statements included in this report.

 ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not applicable.

 ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 Page

 Report of Independent Registered Public Accounting Firm (Firm ID 2738)

 Consolidated Balance Sheets

 Consolidated Statements
 of Operations and Comprehensive Loss

 Consolidated Statements
 of Changes in Stockholders' Deficit

 Consolidated Statements
 of Cash Flows

 Notes to the Consolidated
 Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Graphene & Solar Technologies Limited

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Graphene & Solar Technologies Limited (the Company) as of September
30, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, stockholders' deficit, and cash
flows for each of the years in the two-year period ended September 30, 2024, and the related notes (collectively referred to as the financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-
year period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going
 Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company had a net loss from continuing operations, net cash used in operations,
and a lack of revenues to-date, which raises substantial doubt about its ability to continue as a going concern. Management's plans
regarding those matters are discussed in Note 1. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 F- 1

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we
are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts
or disclosures to which it relates.

 Going
 Concern

 As
discussed in Note 1 to the consolidated financial statements, the Company had a net loss from continuing operations, net cash used in
operations, and a lack of revenues to-date.

 Auditing
management's evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates
on future revenues and expenses which are not able to be substantiated.

 To
evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along
with management's plans to mitigate going concern and management's disclosure on going concern.

 /s/
M&K CPAS, PLLC

 M&K
CPAS, PLLC

 We
have served as the Company's auditor since 2020 The Woodlands, TX

 July
15, 2025

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 2024

 2023

 Assets

 Current Assets:

 Cash

 $
 1,845

 $
 1,094

 Prepaid expenses

 11,923

 11,108

 Total Current Assets

 13,768

 12,202

 Other Assets:

 Furniture and equipment, net of depreciation $ 88,063

 26,262

 Other Receivable

 89,864

 4,015

 Other Assets

 16,204

 —

 Right of Use Asset

 160,615

 —

 Assets held for sale

 —

 Total Assets

 $
 306,713

 $
 18,130

 Liabilities and Stockholders' Deficit

 Current Liabilities:

 Accounts payable and other payable

 $
 1,295,394

 $
 1,273,453

 Accrued interest payable

 222,679

 184,851

 Due to related party

 852,743

 1,759,601

 Lease Liability

 46,968

 —

 Notes payable – $ 60,000 in default

 324,928

 60,000

 Notes payable – related party

 97,395

 Convertible notes payable, $ 100,747 in default

 101,876

 100,747

 Convertible notes payable – related party, net of discount $ 4,083 and $ 0

 84,426

 —

 Liabilities held for sale

 —

 1,546,794

 Total Current Liabilities

 3,026,409

 4,997,159

 Lease Liability

 117,277

 —

 Total Liabilities

 $
 3,143,686

 $
 4,997,159

 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; 569,779,887 and 421,292,610 shares issued and outstanding

 5,698

 4,213

 Additional paid-in capital

 68,769,472

 63,883,859

 Stock Receivable

)

)

 Stock Payable

 —

 —

 Accumulated deficit

 ( 71,015,630
)

 ( 68,375,078
)

 Accumulated other comprehensive income

 198,672

 302,977

 Non-Controlling Interest

 ( 185
)

 —

 Total Stockholders' Deficit

 ( 2,836,973
)

 ( 4,979,029
)

 Total Liabilities and Stockholders' Deficit

 $
 306,713

 $
 18,130

notes are an integral part of these consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 Years Ended

 2024

 2023

 Revenue

 $
 —

 $
 —

 Operating Expenses:

 Professional fees

 2,466,927

 974,557

 General
 and administration

 93,923

 176,869

 Total operating expenses

 2,560,850

 1,151,426

 Loss from operations

 ( 2,560,850
)

 ( 1,151,426
)

 Other Income (Expense):

 Other income

 75,197

 31,455

 Interest expense

 ( 50,076
)

 ( 23,249
)

 Loss on extinguishment of debt

 ( 1,700
)

 ( 40,162
)

 Total Other Income (Expense)

 23,421

 ( 31,956
)

 Net Income (Loss) from continuing operations

 $
 ( 2,537,429
)

 $
 ( 1,183,382
)

 Net Loss from discontinued operations

 ( 103,308
)

 ( 121,680
)

 Net Income (Loss)

 ( 2,640,737
)

)

 Net Loss attributed to non-controlling interest

 —

 Net Loss attributed to Graphene & Solar Technologies Ltd.

 $
 ( 2,640,552
)

 $
)

 Other Comprehensive Income

 ( 104,305
)

 12,414

 Net Comprehensive Loss

 $
 ( 2,744,857
)

 $
 ( 1,292,648
)

 Net Loss available to common shareholders

 $
 ( 2,744,857
)

 $
 ( 1,292,648
)

 Basic and diluted loss per common share

 $
 ( 0.01
)

 $
 ( 0.00
)

 Weighted average number of common shares outstanding

 Basic and diluted

 454,398,726

 387,153,066

notes are an integral part of these consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT

 Common
 Stock

 Additional

 Stock

 Non-Controlling

 Accumulated

 Accumulated
 Comprehensive

 Stockholders'

 Amount

 Paid-in

 Receivable

 Interest

 Deficit

 Income

 Deficit

 Balance
 September 30, 2022

 374,305,480

 3,743

 $
 63,527,518

 $

 —

 $
 ( 67,070,016
)

 $
 290,563

 $
 ( 4,043,192
)

 issued for cash

 —

 —

 —

 —

 —

 —

 —

 —

 Stock-based
 compensation

 46,750,000

 291,132

 —

 —

 —

 —

 291,600

 Settlement
 of notes

 237,130

 65,209

 —

 —

 —

 —

 65,211

 Foreign
 currency translation adjustment

 —

 —

 —

 —

 —

 —

 12,414

 12,414

 Other
 comprehensive income, net of tax

 —

 —

 —

 —

 —

)

 —

)

 Balance
 September 30, 2023

 421,292,610

 4,213

 $
 63,883,859

 $

 —

 ( 68,375,078
)

 $
 302,977

 $
 ( 4,979,029
)

 issued for cash

 700,00

 6,993

 —

 —

 —

 —

 7,000

 Stock-based
 compensation

 27,000,000

 296,405

 —

 —

 —

 —

 296,675

 Debt
 Settlement

 16,687,277

 2,204,016

 —

 —

 —

 —

 2,204,183

 Debt
 Discount on Notes Payable

 1,600,000

 20,705

 —

 —

 —

 —

 20,721

 issued for Debt Extinguishment

 500,000

 1,695

 —

 —

 1,700

 Sale
 of Subsidiary

 —

 —

 1,646,819

 —

 —

 —

 —

 1,646,819

 issued for acquisition of Ausquartz

 100,000,000

 1,000

 709,000

 —

 —

 —

 —

 710,000

 Investment
 in Subsidiary

 2,000,000

 ( 20
)

 —

 —

 —

 —

 —

 Foreign
 currency translation adjustment

 —

 —

 —

 —

 —

 —

 ( 104,305
)

 ( 104,305
)

 Other
 comprehensive income, net of tax

 —

 —

 —

 ( 185
)

 ( 2,640,552
)

 —

 ( 2,640,737
)

 Balance
 September 30, 2024

 569,779,887

 5,698

 $
 68,769,472

 $

 ( 185
)

 ( 71,015,630
)

 $
 198,672

 $
 ( 2,836,973
)

notes are an integral part of these consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 Year Ended

 2024

 2023

 Cash flows from operating activities

 Net Income (loss)

 $
 ( 2,640,737
)

 $
)

 Adjustments to reconcile net income/(loss) to net cash from operating activities:

 Stock-based compensation

 296,675

 291,600

 Stock-based compensation for acquisition of subsidiary

 710,000

 —

 Compensation to management for acquisition of subsidiary

 169,503

 —

 Depreciation expense

 Amortization of discount

 18,205

 —

 Loss on Settlement of Debt

 —

 40,162

 Loss on Debt Extinguishment

 1,700

 —

 Changes in operating assets and liabilities:

 Accounts payable

 408,012

 227,007

 Accrued interest payable

 32,309

 23,249

 Other Receivables

 3,268

 ( 1,921
)

 Right of Use Assets

 7,349

 —

 Lease Liabilities

 ( 6,764
)

 —

 Due to related parties

 904,113

 652,447

 Net cash used in operating activities

 ( 96,029
)

 ( 72,180
)

 Cash flows from investing activities

 Cash paid for purchase of fixed assets

 —

 —

 Cash acquired from purchase of subsidiary

 Net cash used in investing activities

 —

 Cash flows from financing activities

 Proceeds from issuance of common stock

 7,000

 —

 Issuance of convertible note – related party

 110,857

 Net cash from financing activities

 117,857

 Effect of currency translations to cash flow

 ( 21,396
)

 ( 1,296
)

 Net change in cash and cash equivalents

 ( 1,763
)

 Beginning of Period

 1,094

 2,857

 End of Period

 $
 1,845

 $
 1,094

 Supplemental cash flow information

 2024

 2023

 Interest paid

 $
 —

 $
 —

 Taxes

 $
 —

 $
 —

 Non-cash investing and financing activities:

 Settlement of Debt for Common Stock

 $
 2,204,183

 $
 25,049

 Issuance of Common Stock as Debt Discount

 20,721

 —

 Issuance of shares to subsidiary

 $

 $
 —

notes are an integral part of these consolidated financial statements.

 F- 6

 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

 AS OF SEPTEMBER
30, 2024 AND 2023

 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.

 Going Concern
 – The Company has incurred cumulative net losses since inception of $ 71,015,630 at September 30, 2024. 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.

 Going
Concern

consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. The Company has not generated any revenues from operations to
date and does not expect to do so in the foreseeable future. The Company has a stockholders' deficit as of September 30, 2024.
Furthermore, the Company has experienced recurring operating losses and negative operating cash flows since inception and has financed
its working capital requirements during this period primarily through the recurring sale of its equity securities.

 As a result,
management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one
year of the date that the consolidated financial statements are being issued. In addition, the Company's independent registered
public accounting firm, in their report on the Company's consolidated financial statements for the year ended September 30, 2024,
has also expressed substantial doubt about the Company's ability to continue as a going concern.

plan regarding these matters is to raise additional debt and/or equity financing to allow the Company the ability to cover its current
cash flow requirements and meet its obligations as they become due. There can be no assurances that financing will be available or if
available, that such financing will be available under favorable terms. In the event that the Company is unable to generate adequate
revenues to cover expenses and cannot obtain additional financing in the near future, the Company may seek protection under bankruptcy
laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating
to the recovery of the recorded assets or the classification of the liabilities that might be necessary.

 The spread of a novel
strain of coronavirus (COVID-19) around the world from the first half of 2020 has caused significant volatility in U.S. and international
markets. There is significant uncertainty around the breadth and duration.

 F- 7

ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its activities and to
ultimately achieve sustainable operating revenues and profits. The Company's consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

 Because the
Company is currently engaged in an early stage of development, it may take a considerable amount of time to develop any product or intellectual
property capable of generating sustainable revenues. Accordingly, the Company's business is unlikely to generate any sustainable
operating revenues in the next several years. In addition, to the extent that the Company is able to generate revenues through product
sales, there can be no assurance that the Company will be able to achieve positive earnings and operating cash flows.

 At
September 30, 2024, the Company had cash of $ 1,845 available to fund its operations. The Company needs to raise additional capital during
the year ending September 30, 2025 to fund its ongoing business activities.

 The amount
and timing of future cash requirements during the year ended September 30, 2025 will depend on the extent of financing the Company is
able to arrange. As market conditions present uncertainty as to the Company's ability to secure additional funds, there can be
no assurances that the Company will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue
to conduct operations. If cash resources are insufficient to satisfy the Company's ongoing cash requirements, the Company would
be required to scale back or discontinue its technology and product development programs, or obtain funds, if available (although there
can be no certainty), through strategic alliances that may require the Company to relinquish rights to certain of its assets, or to discontinue
its operations entirely.

 Intangible
Assets

 We amortize
capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful
lives of the patents. The seven-year estimated useful life for internally generated patents is based on our assessment of such factors
as: the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license
agreements for such patents. The estimated useful lives of acquired patents and patent rights, however, have been and will continue to
be based on a separate analysis related to each acquisition and may differ from the estimated useful lives of internally generated patents.
The average estimated useful life of acquired patents is 6.7 years. We assess the potential impairment to all capitalized net
patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable.

 Assumed
Liabilities

 As a result
of the acquisition of Cima Specialty Materials Ltd (CSML) from CIMA Nanotech Holdings Limited, "CNHL", (a Cayman Island Registered
company) the Company's wholly owned subsidiary US Thin Film Corporation (USTFC) under the terms of the of the Share Sale and Purchase
agreement the Company issued 3,000,000 shares of common stock for future liability settlement for assumed liabilities. The fair value
of these future assumed liabilities of $720,000 was recorded as a stock receivable.

 Revenue recognition
Policies (ASC 606)

 The Company recognizes
revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"). The core principle
of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration
to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine
the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach:

 1. Identify
the contract with the customer.

 2. Identify
the performance obligations in the contract.

 3. Determine
the total transaction price.

 4. Allocate
the total transaction price to each performance obligation in the contract.

 5. Recognize
as revenue when (or as) each performance obligation is satisfied.

 Disclosure
of Rental Income

 Rental income
is not recognized as 'operating revenue" but as 'other income' during the period of $18,981.

 F- 8

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Principles
of Consolidation

 The consolidated
financial statements include the financial statements of Graphene and its wholly owned subsidiaries, The Quartz and Silicon Materials
Company ("QSM"), Ausquartz Group Holdings ("AUS"), Wafer Manufacturing Corporation ("WMC"), Southland
Silicon Materials ("SSM"), Graphene and Solar Technologies Limited ("GSTXNZ"), and Adaquo, LLC ("ADQ").
All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 Basis
of Presentation

 These accompanying
consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
of America ("GAAP").

 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Management
bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial
statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions
used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and
reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could
differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing
equity instruments issued for services, and the realization of deferred tax assets.

 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
September 30, 2024 and 2023, the Company had $ 1,845 and $ 1,094 in cash, respectively, and no cash equivalents.

 Financial
Instruments and Fair Value Measurements

 As
defined in ASC 820 "Fair Value Measurements," fair value is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes
market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and
the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally
unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value
hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

 F- 9

determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest
level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs
an analysis of the assets and liabilities at each reporting period end.

financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, and due to related parties. The carrying
amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing
rates unless otherwise disclosed in these financial statements.

 Derivative
Financial Instruments

accounts for freestanding contracts that are settled in a company's own stock, including common stock warrants, to be designated
as an equity instrument or generally as a liability. A contract so designated is carried at fair value on a company's balance sheet,
with any changes in fair value recorded as a gain or loss in a company's results of operations.

records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes
in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of
the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period
to period. The recognition of these derivative amounts does not have any impact on cash flows.

 At the date
of the conversion of any convertible debt, the pro rata fair value of the related embedded derivative liability is transferred to additional
paid-in capital.

 There
was no derivative activity in fiscal 2024 and 2023. Therefore, no derivative liabilities were recorded during the year ended September
30, 2024:

of derivative financial instruments

 Fair
 Value Measurements Using Significant Observable Inputs (Level 3)

 Balance - September 30, 2022

 —

 Addition of new derivatives recognized as debt discounts

 —

 Settled due to conversion of debt

 —

 Loss on change in fair value of the derivative

 —

 Balance – September 30, 2023

 $

 —

 Addition of new derivatives recognized as debt discounts

 —

 Settled due to conversion of debt

 —

 Loss on change in fair value of the derivative

 —

 Balance – September 30, 2024

 $

 —

 Debt Issuance Costs

 Costs
incurred in connection with the issuance of debt are amortized over the term of the related debt and netted against the liability.

 Commitments
and Contingencies

follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued,
which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The
Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company
evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief
sought or expected to be sought therein.

 F- 10

 If the assessment
of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated,
then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potentially
material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the
contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 Loss contingencies
considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company's
consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially
and adversely affect the Company's business, financial position, and results of operations or cash flows.

 Income
Taxes

accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes pursuant to ASC
740, "Income Taxes." Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact
of differences between the financial statements and the tax basis of assets and liabilities.

records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event
the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount,
an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should
the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the
deferred tax assets would be charged to operations in the period such determination was made.

is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company's net operating losses
have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the
Company currently operates or has operated in the past. The Company had no unrecognized tax benefits, as of September 30, 2024, and does
not anticipate any material amount of unrecognized tax benefits within the next 12 months.

accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation,
and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects
of a position are recognized only if it is "more-likely-than-not" to be sustained by the taxing authority as of the reporting
date. If the tax position is not considered "more-likely-than-not" to be sustained, then no benefits of the position are
recognized. As of September 30, 2024, the Company had not recorded any liability for uncertain tax positions. In subsequent periods,
any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

 On December
22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act is effective for tax years beginning on or after January 1, 2018,
except for certain provisions, and resulted in significant changes to existing United States tax law, including various provisions that
are expected to impact the Company. Among other provisions, the Tax Reform Act reduced the federal corporate tax rate from 35% to 21%
effective January 1, 2018. The Company completed the accounting for the effects of the Tax Reform Act during the year ended September
30, 2024. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance
sheet.

is currently delinquent with respect to certain of its U.S. federal and state income tax filings.

 Property
and Equipment

 Property and
equipment is stated at cost, net of accumulated depreciation. Major improvements are capitalized, while maintenance and repairs are charged
to expense as incurred. Gains and losses from disposition of property and equipment
are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method
over a life of five years.

 F- 11

 Intangible
Assets/Patents

 We
capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights.
We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized
patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated useful lives
of the patents.

 Long-Lived
Assets

periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review.
The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted
cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount
by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated
cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented.

 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).

year ended September 30, 2024, the Company issued 27,000,000 shares of the Company's common stock to members of the Board of Directors,
employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company's common
stock on each respective grant date, aggregated $ 296,675.

year ended September 30, 2023, the Company issued 46,750,000 shares of the Company's common stock to members of the Board of Directors,
employees, and consultants. The fair value of the shares, as determined by reference to the closing price of the Company's common
stock on each respective grant date, aggregated $ 291,600.

 Total stock-based
compensation expense was $ 296,675 and $ 291,600 for the years ended September 30, 2024 and 2023, respectively.

 Basic
and Diluted Net Loss per Common Share

computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, " Earnings per Share."
Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number
of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could
occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of
common stock that could share in the earnings of the Company.

 The common
share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have
an anti-dilutive effect as the Company has incurred losses during the years ended September 30, 2024 and 2023.

 F- 12

 For the years
ended September 30, 2024 and 2023, respectively, the following common stock equivalents were potentially dilutive.

of basic and diluted net loss per common share

 Years ended

 2024

 2023

 (Shares)

 (Shares)

 Convertible notes payable

 1,144,047

 151,021

 Foreign
Currency

consolidated financial statements are presented in United States dollars ("USD"). The Australian dollar ("AUD")
is the functional currency of Solar Quartz (the operating subsidiary) as it is the currency of Australia, which is the primary economic
environment the operating subsidiary operates in and the environment in which the Company primarily utilizes cash.

 Assets and
liabilities are translated into USD utilizing currency exchange rates as published by WM/Reuters WM/Refinitiv FX Benchmark Rates |
Refinitiv. Income and expense items are translated at average exchange rates prevailing during the period. The resulting translation
adjustments are recorded as a component of shareholders' deficiency. Gains and losses from foreign currency transactions are included
in earnings in the period of settlement.

of foreign currency

 2024

 2023

 Spot AUD: USD exchange rate

 $
 0.6932

 $
 0.6458

 Average AUD: USD exchange rate

 $
 0.6595

 $
 0.6661

 Related
parties

 Parties, which
can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.

 Recent
Accounting Pronouncements

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.

 NOTE
3 – PROPERTY AND EQUIPMENT

 Property and
equipment as of September 30, 2024 and 2023 are summarized as follows:

of property and equipment

 2024

 2023

 Laboratory and factory equipment

 $
 76,609

 $
 41,553

 Computers

 4,094

 3,413

 Furniture and fixtures

 33,623

 33,027

 114,326

 77,993

 Less accumulated depreciation

 ( 88,064
)

 ( 77,056
)

 Net property and equipment

 $
 26,262

 $

 Depreciation
expense for the years ended September 30, 2024 and 2023 was $ 338 and $ 340, respectively.

 F- 13

 NOTE
4 – INTANGIBLE ASSETS/PATENTS

 We
amortize capitalized patent costs for internally generated patents on a straight-line basis for 7 years, which represents the estimated
useful lives of the patents. The seven-year estimated useful life for internally generated patents is based on our assessment of
such factors as: the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length
of license agreements for such patents. The estimated useful lives of acquired patents and patent rights, however, have been and will
continue to be based on a separate analysis related to each acquisition and may differ from the estimated useful lives of internally
generated patents. The average estimated useful life of acquired patents is 6.7 years. We assess the potential impairment to
all capitalized net patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may
not be recoverable.

 Components of intangible
assets are as follows:

of finite lived intangible assets

 September 30, 2024

 September 30, 2023

 Patents

 —

 Accumulated amortization

 —

 —

 Impairment Expense

 —

 —

 Total patent costs, net

 $
 —

 $

the years ended September 3, 2024, and 2023, the Company recorded amortization expenses related to patents of $ 0 and $ 0, respectively.

 In September
2021, the Company through its 100% owned subsidiary, US Thin Film Corporation, acquired Cima Specialty Material Limited, a Cayman Island
corporation who holds a significant group of invention and processing patents in making Nanoparticle conductive thin film material for
various industrial and technology applications. The patent portfolio was purchased from Cima Nanotech Holding Limited, the parent company
of Specialty Material, and was paid with 31 million shares of GSTX common stock for the purchase. Subsequently the management and the
auditors evaluated this intangible asset by considering its useful life, future economic benefit, and amortization, decided a value of
US$6.5 million entered the book and reported in the 10K filing 2021. The delayed commercialization process for the past year prompted
the management to examine the short-term revenue generating prospect of this intangible assets and to consider and accept the recommendation
of our auditors for a total impairment of the patents.

 NOTE
5 – NOTES PAYABLE

material future contractual obligations by fiscal years as of September 30, 2024 and 2023 were as follows:

of notes payable

 September
 30,

 2024

 September
 30,

 2023

 Convertible Notes

 $

 101,876

 $

 100,747

 Convertible Notes – Related Party, net of discount
 $4,083

 84,426

 —

 Notes Payable

 $

 324,928

 $

 60,000

 Notes Payable – Related Parties

 $

 97,395

 $

 Convertible
Notes Payable

 On June 29,
2012, the Company issued convertible secured notes payable totaling $ 8,254,500 to a group of private investors. The notes matured on
June 30, 2015. The notes, with interest at 15 %, were convertible at the discretion of the holders, into common shares of the Company
at the rate of $ 3.31 per share. Unable to make the required interest payment on March 31, 2014, the notes became due on demand. Effective
June 17, 2014, with the noteholder approval, the assets securing the convertible notes were sold with the net proceeds of approximately
$5,200,000 being distributed to the noteholders. Noteholders were to receive payment for the remaining balance due on the notes in the
form of an exchange for the common stock of the Company at the rate of $3.31 per share. As of September 30, 2024, noteholders
representing $70,747 in outstanding principal had not requested the exchange of shares of common stock. As of September 30, 2024 and
2023, the exchange obligation payable was $ 190,151 and $ 179,510, including accrued interest of $ 119,403 and $ 108,762, respectively. As
of September 30, 2024 and 2023, the exchange obligation was for 57,447 shares and 54,233 shares of common stock, respectively.

 F- 14

 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 September 30, 2024 and 2023, the total convertible note
payable balance was $ 56,005 and $ 52,997, including accrued interest of $ 26,005 and $ 22,997, respectively. As of September 30, 2024 and
2023, the exchange obligation was for 112,010 shares and 105,994 shares of common stock, respectively.

 Convertible
Notes Payable – Related Party

quarter ended December 31, 2023, the Company entered into an agreement to issue convertible notes payable with an accredited investor.
Notably, there exists a professional relationship between the Company and the investor, facilitated by a mutual director serving on the
boards of both entities. These notes carry an aggregate principal balance of $ 50,000 and accrue interest at a rate of 10 % per annum.
Their maturity dates are set for 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 September 30, 2024, the total
balance of promissory notes payable stood at $ 55,719, inclusive of accrued interest totaling $ 5,719. Moreover, the exchange obligation
associated with these notes amounted to 557,190 shares of common stock. 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 $ 16,558.

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 $ 27,828 and accrues interest at a rate of 10 % per annum. Their maturity date
is set for 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 September 30, 2024, the total balance of promissory notes payable stood
at $ 30,696, inclusive of accrued interest totaling $ 3,452. Moreover, the exchange obligation associated with these notes amounted to
 306,960 shares of common stock. 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 $ 1,310.

quarter ended June 30, 2024, the Company entered into an agreement to issue a convertible note payable with a director serving on the
board. The note carries an aggregate principal balance of $ 10,681 and accrues interest at a rate of 10 % per annum. Their maturity date
is set for 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 September 30, 2024, the total balance of promissory notes payable stood
at $ 11,044, inclusive of accrued interest totaling $ 363. Moreover, the exchange obligation associated with these notes amounted to 110,440
shares of common stock. In return for providing the loan, the Company authorized and issued 350,000 shares of common stock to the lender.
The Company recorded an initial debt discount of $ 1,116 upon the issuance of the notes, with subsequent amortization of debt discount
totaling $ 337.

 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 September 30, 2024 and 2023, the total promissory notes payable balance was $114,726
and $108,710, including accrued interest of $54,726 and $48,710, 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.

 F- 15

 On September
11, 2023, Ausquartz Sands Pty Ltd entered into a Loan Agreement with GVB GmbH for AU$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 September 30, 2024 and 2023, the total notes payable balance was AU$255,832 and AU$250,442, including
interest of AU$5,832 and AU$442, 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 September 30, 2024) 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.

year ended September 30, 2020 a Company Advisor, A. Liang, loaned the Company $ 5,623. The loan is a demand note at zero interest.

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.

 NOTE
6 – STOCKHOLDERS' EQUITY

 Preferred
Stock

 No preferred
shares have been designated by the Company as of September 30, 2024 and 2023.

 Common
Stock

is authorized to issue up to 800,000,000 shares of common stock (par value $ 0.00001). As of September 30, 2024 and 2023, the Company
had 569,779,887 shares and 421,292,610 shares of common stock issued and outstanding, respectively.

has a total of 5,778,367 shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at September
30, 2024.

year ended September 30, 2024, the Company issued 148,487,277 shares of common stock as follows:

 27,000,000
 shares of the Company's common stock to members of the Board of Directors, employees
 and consultants. The fair value of the shares, as determined by reference market price of
 the Company's common stock on each grant date, aggregated $296,675.

 700,000 shares of the Company's
 common stock at $0.01 per share for a purchase price of $7,000.

 1,600,000
 shares of the Company's common stock were issued to convertible note holders for providing
 loans. The fair value of the shares, as determined by reference market price of the Company's
 common stock on each grant date, aggregated $20,721.

 500,000 shares of the
 Company's common stock were issued to a convertible note holder as an incentive to revise the terms of the note. The fair value
 of the shares, as determined by reference market price of the Company's common stock on the grant date, was valued at $1,700
 and was expensed.

 16,687,277
 shares of the Company's common stock were issued for settlement of related party and affiliated debt and liabilities totaling
 $2,204,183. The fair value of the common stock issued was determined based on the market price at the time of issuance. As a result
 of the settlement, the Company recognized a gain of $1,945,531, representing the excess of the liabilities settled over the fair
 value of the shares issued. This gain was recorded as an increase to additional paid-in capital, in accordance with applicable accounting
 guidance for capital transactions involving related parties.

 100,000,000 shares of the Company's common stock were issued, per the terms of the Share Sale and Purchase Agreement dated July 28, 2024. – see NOTE 11.

 2,000,000 shares of the Company's common stock
 were issued, pursuant to a Memorandum of Understanding, dated September 7, 2023, as a capital contribution to Wafer Manufacturing Corporation
 ("WMC"), a consolidated joint venture in which the Company holds a 75% ownership interest. The transaction was treated as
 an investment in the joint venture and resulted in an increase to the Company's investment balance. As an inter-company transaction,
 it was eliminated in consolidation and had no impact on total consolidated stockholders' equity.

 F- 16

the year ended September 30, 2023, the Company issued 46,987,130 shares of common stock as follows:

 46,750,000
 shares of the Company's common stock to members of the Board of Directors, employees
 and consultants valued at $291,600 ($0.0062 per share average).

 237,130 new
 common shares were issued to settle debt on convertible note that matured on December 5, 2021, totaling $65,211. The company
 recognized a loss of $40,162 on this exchange.

 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 year ended September 30, 2024, the
Company recorded a gain of $ 185
attributable to the non-controlling interest in WMC, representing the portion of WMC's net loss allocable to the minority ownership.

 NOTE
7 – 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 year ended September 30, 2024, the Company incurred
charges to operations of $ 300,000 with respect to this arrangement.

 CSA Liang Pty Ltd,
a management company controlled by Mr. Andrew Liang, a Company Director, provided corporate advisor services to the Company for which
the Company was charged $ 5,000 monthly. During the year ended September 30, 2024, the Company incurred charges to operations of $ 60,000
with respect to this arrangement.

 Sativus Investments,
a management company controlled by Mr. Paul Saffron, the Company's Chief Operations Officer, provides management services to the
Company for which the Company is charged $ 20,000 monthly. During the year ended September 30, 2024, the Company incurred charges to operations
of $ 240,000 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 year ended September 30, 2024, the Company
incurred charges to operations of $ 90,000 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 year ended September 30, 2024, the Company incurred
charges to operations of $ 100,000 with respect to this arrangement.

 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.

 On June
27, 2024, the Company sold US Thin-Films Corporation, a wholly owned subsidiary, to Thin Film Technologies Ltd., a company
controlled by Mr. David Halstead, a Company Director, for $ 1,000.
This transaction resulted in a gain of $ 1,646,819,
which was recorded in Additional Paid-In Capital. Prior to the sale, the Company has a net liability of $ 1,645,819.

 F- 17

year ended September 30, 2020 a Company Advisor, A. Liang, loaned the Company $ 5,623. The loan is a demand note at zero interest.

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.

 As
of September 30, 2024 and 2023, due to related parties was $ 1,151,957 and $ 1,985,601, respectively.

 Due
from related party

 During September
2021, the Company approved and issued 50,000,000 shares to Rod Young who became a related party subsequent to this reporting period.
The shares were fully expensed during the period.

 Stock-Based
Compensation

the years ended September 30, 2024 and 2023, stock-based compensation expense relating to directors, officers, affiliates and related
parties was $ 296,675 ( 27,000,000 shares) and $ 291,600 ( 46,750,000 shares), respectively.

 Related Party Acquisition

 On July 28, 2024, the Company acquired Ausquartz
Group Holdings Pty Ltd, an entity controlled by Mr. Jason May, who is a related party. The acquisition was approved by the Company's
Board of Directors, with any related parties recused from the approval process.

 Further details regarding the acquisition
are provided in NOTE 11.

 NOTE
8 – INCOME TAXES

 Graphene &
Solar Technologies Limited was formed in 2010. Prior to the acquisition of Solar Quartz Technologies Limited (SQTL) New Zealand, now
known as Graphene and Solar Technologies Limited (GSTLNZ) in July 2017, the Company only had operations in the United States. In July
2017, the Company became the parent of GSTLNZ., a wholly owned New Zealand subsidiary, which files tax returns in New Zealand.

provides for income taxes under ASC 740," Income Taxes." Under the asset and liability method of ASC 740, deferred
tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities
and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax assets through future operations.

 The net loss
for the year ended September 30, 2024 was $2,632,513, however the stock-based compensation of $296,675 is not used in the calculations
below.

 For the years
ended September 30, 2024 and 2023, the local ("United States of America") and foreign components of loss before income taxes
were comprised of the following:

 Schedule of local and foreign components of loss before income taxes

 For the Years Ended

 2024

 2023

 Tax jurisdiction from:

 - Local

 $
 ( 1,351,865
)

 $
 ( 826,784
)

 - Foreign

 ( 235,992
)

 ( 186,678
)

 Loss before income taxes

 $
 ( 1,587,857
)

 $
 ( 1,013,462
)

 United
States of America

 Graphene &
Solar Technologies Limited is subject to the tax laws of United States of America.

 The income
tax provision for the years ended September 30, 2024 and 2023, consists of the following:

 Schedule of effective income tax rate reconciliation

 For the Years Ended

 2024

 2023

 Net income (loss)

 $
 ( 1,351,865
)

 $
 ( 826,784
)

 Effective tax rate

 %

 %

 Income tax expense (benefit)

 ( 283,892
)

 ( 173,625
)

 Less: valuation allowance

 283,892

 173,625

 Income tax expense (benefit)

 $
 —

 $
 —

 F- 18

 Net deferred
tax assets consist of the following components as of September 30, 2024 and 2023:

 Schedule of deferred tax assets

 2024

 2023

 Net operating tax carryforwards

 $
 3,810,890

 $
 3,526,998

 Valuation allowance

 ( 3,810,890
)

 ( 3,526,998
)

 Net deferred tax asset

 $
 —

 $
 —

 On
December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the "Act") resulting in significant modifications
to existing law including lowering the corporate tax rate from 34 % to 21 %. In addition to applying the new lower corporate tax rate in
2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses
previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our balance sheet. The Company
has completed the accounting for the effects of the Act during the year ended September 30, 2024. Given that current deferred tax assets
are offset by a full valuation allowance, these changes will have no impact on the balance sheet.

 At September
30, 2024 and 2023, the Company had $ 4,878,863 and $ 19,929,277 respectively of the U.S. net operating losses (the "U.S. NOLs"),
which begin to expire beginning in 2039. NOLs generated in tax years prior to July 31, 2018, can be carryforward for twenty years, whereas
NOLs generated after July 31, 2018 can be carryforward indefinitely.

 New Zealand

 The
Company's subsidiary operating in New Zealand ("NZ") are subject to the New Zealand Corporate Income Tax at a standard
income tax rate range of 28 % on the assessable income arising in New Zealand during its tax year. The reconciliation of income tax rate
to the effective income tax rate for the years ended September 30, 2024 and 2023 is as follows:

 Schedule of effective income tax rate reconciliation

 For the Years Ended

 2024

 2023

 Net income (loss)

 $
 ( 235,992
)

 $
 ( 186,678
)

 Effective tax rate

 %

 %

 Income tax expense (benefit)

 ( 66,078
)

 ( 52,270
)

 Less: valuation allowance

 66,078

 52,270

 Income tax expense (benefit)

 $
 —

 $
 —

 Net deferred
tax assets consist of the following components as of September 30, 2024 and September 30, 2023:

 Schedule of deferred tax assets

 2024

 2023

 Net operating tax carryforwards

 $
 1,197,468

 $
 1,131,390

 Valuation allowance

 ( 1,197,468
)

 ( 1,131,390
)

 Net deferred tax asset

 $
 —

 $
 —

 F- 19

 As
of September 30, 2024, the operations in New Zealand incurred $ 1,065,312 of cumulative net operating losses which can be carried forward
to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $ 1,197,468
on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that
these assets will not be realized in the future.

 The following
table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2024 and 2023:

 Schedule of income tax provision

 2024

 2023

 Deferred tax assets:

 Net operating tax carryforwards:

 United States

 $
 3,810,890

 $
 3,526,998

 New Zealand

 1,197,468

 1,131,390

 Total

 5,008,357

 4,658,389

 Valuation allowance

 ( 5,008,357
)

 ( 4,658,389
)

 Net deferred tax asset

 $
 —

 $
 —

 NOTE
9 – SALE OF US THIN-FILMS CORPORATION

 On June 27, 2024, the Company sold its wholly
owned subsidiary, US Thin-Films Corporation, to Thin Film Technologies Ltd., a company controlled by Mr. David Halstead, a director of
the Company, for a total consideration of $ 1,000. As Thin Film Technologies Ltd. is a related party, this transaction is classified as
a related party transaction under applicable SEC regulations.

 At the time of the sale, the subsidiary had
a net liability position of $ 1,645,819, which was deconsolidated from the Company's balance sheet upon closing.

 The disposal resulted in a gain of $ 1,646,819,
calculated as the difference between the net liabilities removed and the $ 1,000 sale price. In accordance with accounting guidance for
capital transactions with related parties, this gain was recorded as an increase to additional paid-in capital on the Company's
consolidated statement of stockholders' equity.

 As a result of the sale, the operations of
US Thin-Films Corporation have been reported as discontinued operations for all periods presented in the consolidated statements of operations.
The income and expenses of US Thin-Films Corporation have been removed from continuing operations and presented separately as a single
line item titled "Loss from discontinued operations" for both the current and prior periods.

 As of September 30, 2024, the net loss from
discontinued operations totaled $ 103,308.

 NOTE
10 – LEASES

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 September 30, 2024, the balance sheet
includes a ROU asset of $ 160,615 and lease liabilities of $ 164,245 related to this lease.

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

 Schedule of future minimum payments

 In USD

 2025

 $

 $ 46,968

 2026

 55,338

 2027

 61,939

 Total operating lease liabilities

 $

 $ 164,245

 Rent expense for the years ended September
30, 2024 and 2023 was $ 32,158 and $ 20,184, respectively, and is included in "General and Administrative" expenses on the related
statements of operations.

 Finance Leases

 As of September 30, 2024 and September 30,
2023, the Company had no finance leases.

 F- 20

 NOTE
11 – ACQUISITION OF AUSQUARTZ GROUP HOLDINGS PTY LTD

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

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

 Net
Liability Acquired is as follows:

 Schedule of net liability acquired

 Cash & Bank

 $
 29,883

 Other Receivable

 $
 98,527

 Fixed Assets

 $
 24,199

 Total Assets

 $
 281,978

 Current Liabilities

 $
 28,182

 Other Payables

 45,930

 Total Current Liabilities

 $
 74,112

 Non-current Liabilities

 $
 377,369

 Total Liabilities

 $
 451,481

 Net Liability Acquired

 $
 169,503

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

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

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

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

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

 Schedule of pro forma financial information

 2024

 2023

 Revenue

 $
 —

 $
 —

 Operating Expenses

 $
 2,690,006

 $
 1,189,197

 Other Income (Expense)

 $
 23,845

 $
 ( 31,954
)

 Net Loss from discontinued operations

 $
 ( 103,308
)

 $
 ( 121,680
)

 Net loss attributed to non-controlling interest

 $

 $
 —

 Net Income (Loss)

 ( 2,769,284
)

 ( 1,342,830
)

 Other Comprehensive Income

 $
 ( 104,305
)

 $
 12,414

 Net Comprehensive Loss

 $
 ( 2,873,589
)

 $
 ( 1,330,416
)

 F- 21

 NOTE
12 – OTHER RECEIVABLE

 As
of September 30, 2024, the balance of Other Receivables includes $ 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.

the 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. The amount recorded in Other Receivables represents the net funds received after
the deduction of financing and processing fees.

 NOTE
13 – OTHER INCOME

 For
the year ended September 30, 2024, the Company recognized $ 56,216 in Other Income related to government subsidies received by Ausquartz,
a subsidiary of the Company based in Australia. These subsidies were provided by the Australian government under various support programs
intended to assist businesses engaged in advanced manufacturing and innovation.

 For
the year ended September 30, 2024, the Company recorded $ 18,891 in rental income, which was classified as Other Income.

 NOTE 14 – SUBSEQUENT
EVENTS

 Subsequent
to September 30, 2024, the Company:

 Mr. Jason May
was granted 5,000,000 shares per annum, per the terms of his consulting agreement. The company issued the shares in the first quarter

 Mr. Paul Saffron
was granted 2,000,000 shares per annum, per the terms of his consulting agreement. The company issued the shares in the first quarter

 Ms. Kristi
Steele was granted 1,000,000 shares per annum, per the terms of her consulting agreement. The company issued the shares in the first
quarter of the fiscal year 2025.

 Mr. David Hare
was granted 1,000,000 shares per annum, per the terms of his consulting agreement. The company issued the shares in the first quarter

 Mr. Andrew
Hamilton was granted 2,000,000 shares per annum, per the terms of his consulting agreement. The company issued the shares in the first
quarter of the fiscal year 2025.

 Ms. Kristine
Woo was granted 2,000,000 shares per annum, per the terms of her consulting agreement. The company issued the shares in the first quarter

 Mr. Anthony
Leigh was granted 1,000,000 shares per annum, per the terms of his consulting agreement. The company issued the shares in the first quarter

 Mr. Russell
Krause was granted 7,500,000 shares, per the terms of his consulting agreement. The company issued the shares in the first quarter of
the fiscal year 2025.

 F- 22

 Mr. Neil Morris
was granted 10,000,000 shares, per the terms of his consulting agreement. The company issued the shares in the first quarter of the fiscal
year 2025.

 Ms. Kristine
Woo was granted 20,000,000 shares, per the terms of her consulting agreement. The company issued the shares in the first quarter of the
fiscal year 2025.

 On November
20, 2024, the Company entered into a Promissory Loan Note with Parallel40 LLC, in the amount of US$ 100,000, with a maturity date of November
20, 2026. The loan will accrue interest at the rate of 10 % per annum. The Company issued 10,000,000 shares, per the terms of the agreement.

 On November
21, 2024, the Company entered into a Promissory Loan Note with Corbin Hare, in the amount of US$ 100,000, with a maturity date of November
21, 2026. The loan will accrue interest at the rate of 10 % per annum. The Company issued 10,000,000 shares, per the terms of the agreement.

 On December
2, 2024, the Company entered into a Promissory Loan Note with Pagemark Limited, in the amount of US$ 42,383, with a maturity date of December
2, 2025. The loan will accrue interest at the rate of 10 % per annum. The Company issued 847,660 shares, per the terms of the agreement.

 On December
2, 2024, the Company entered into a Promissory Loan Note with Allegro Investments, in the amount of US$ 55,294, with a maturity date of
 December 2, 2025. The loan will accrue interest at the rate of 10 % per annum. The Company issued 1,105,884 shares, per the terms of the
agreement.

 On January
21, 2025, the Company entered into a Promissory Loan Note with The Steve Gazis Trust, in the amount of US$ 100,000, with a maturity date
of January 21, 2027. The loan will accrue interest at the rate of 10 % per annum. The Company issued 10,000,000 shares, per the terms
of the agreement.

 On February
26, 2025, the Company entered into a Promissory Loan Note with Constantinos Vastis, in the amount of US$ 16,665, with a maturity date
of February 26, 2027. The loan will accrue interest at the rate of 10 % per annum. The Company issued 1,666,500 shares, per the terms
of the agreement.

 On February
26, 2025, the Company entered into a Promissory Loan Note with Theodoros Pavlou, in the amount of US$ 3,441, with a maturity date of February
26, 2027. The loan will accrue interest at the rate of 10 % per annum. The Company issued 344,128 shares, per the terms of the agreement.

 On April 10,
2025, the Company entered into a Promissory Loan Note with Parallel40 LLC, in the amount of US$ 25,000, with a maturity date of April
10, 2027. The loan will accrue interest at the rate of 10 % per annum. The Company issued 2,500,000 shares, per the terms of the agreement.

 Mr. David Halstead
was granted 10,000,000 shares, per the terms of his consulting agreement. The company issued the shares in the third quarter of the fiscal
year 2025.

 NexChange,
Inc. was granted 12,000,000 shares, per the terms of their consulting agreement. The Company issued the shares in the third quarter of the fiscal year 2025.

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

 On June 11, 202 5, Mr.
Russell Krause entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued 22,000,000
shares in the third quarter of fiscal year 2025.

 On June 26, 2025, Pagemark
Limited entered into a debt-to-equity agreement with the Company. Pursuant to the terms of the agreement, the Company issued 200,000
shares in the third quarter of fiscal year 2025.

 On June 13, 2025,
the Company accepted a Share Application for the total price of $10,000 ($0.01/share). The Company issued 1,000,000 shares, per the terms
of the application.

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

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

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

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

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

has evaluated events occurring subsequent to September 30, 2024 through to the date these financial statements were issued and has identified
no additional events requiring disclosure.

 F- 23

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 There are
no changes in nor disagreements with accountants on accounting and financial disclosure. Effective for May 7, 2020, the firm of M&K
CPAS PLLC was engaged to serve as the new principal accountant to audit our financial statements. The decision to retain this accountant
for the years ended Sept 30, 2024 and 2023 was approved by our board of directors.

 ITEM 9A.
CONTROLS AND PROCEDURES.

 An evaluation
was carried out under the supervision and with the participation of our management, including our Principal Executive and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-K.
Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in
our reports filed under the Securities Exchange Act of 1934, such as this Form 10-K, is recorded, processed, summarized and reported,
within the time period specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated
and is communicated to our management, including our Principal Executive [and Chief Financial Officer], or persons performing similar
functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded
that, as of September 30, 2024, our disclosure controls and procedures were not effective.

conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2024, based on the
framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
in 2013 ("COSO").

 As of period
covered by this Annual Report on Form 10-K, we have concluded that our internal control over financial reporting was ineffective. The
Company's assessment identified certain material weaknesses which are set forth below:

 Functional
Controls and Segregation of Duties

 Because of
the Company's limited resources, there are limited controls over information processing.

 There is an
inadequate segregation of duties consistent with control objectives. Our Company's management is composed of a small number of
individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need
to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal
segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of
duty is feasible.

 Accordingly,
as the result of identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility
that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the
Company's internal controls.

 Management's
Report on Internal Control over Financial Reporting

 Our management
is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness
of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting
is a process designed by, or under the supervision of our Principal Executive and Financial Officer and implemented by our Board of Directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of our financial statements in accordance with U.S. generally accepted accounting principles.

 Because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 Roger May,
our former Principal Executive Officer, evaluated the effectiveness of our internal control over financial reporting as of September
30, 2022 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission, or the COSO Framework (2013). Management's assessment included an evaluation of the design of our internal
control over financial reporting and testing of the operational effectiveness of those controls.

 Changes
in Internal Control Over Financial Reporting

 There was no
change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.

has been addressing any underlying causes for our weaknesses in internal control which may have occurred as a result of limited resources.
The Company has also engaged local accountants in Australia to assist Company management to prepare the Company's financial statements.

 ITEM 9B.
OTHER INFORMATION.

 None.

 ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Our officers
and directors are listed below. Our directors are generally elected at our annual shareholders' meeting and hold office until the
next annual shareholders' meeting, or until their successors are elected and qualified. The executive officers are elected by the
directors and serve at their discretion.

 Name

 Age

 Position

 Chief Executive Officer; Director

 David A.B. Halstead

 Chief Financial Officer;

 Paul Saffron

 Chief Operations Officer

 Andrew Hamilton

 Chief Operations Officer/Australia

 Kristi Steele

 Chief Sustainability Officer

 David Hare

 Chief Strategy Officer

 Andrew Y. Liang

 Charles Wantrup

 Jason
May.

 Jason is an experienced
C-Level executive with a strong technical and business skillset. He possesses excellent communication skills and deep experience of complex
technical project management. Jason has spent the past 15 years working on mineral projects for the cleantech supply chain from identification
to development to production.

 Experience includes
lecturing in Communications & Electronics Engineering at RMIT University (software, hardware, networking, security), developing remote
power meter readers, embedded electricity networks, numerous software and hardware development projects, wireless communications systems
and numerous mining and mineral processing projects.

 Jason has worked
extensively in the high purity industrial minerals sector, particularly the raw material supply chain for solar and semiconductor manufacturing.
Jason is an expert in high purity quartz purification. More recently Jason has been developing a process and pilot plant to extract pharmaceutical
grade minerals form waste biomass.

 He has direct
hands-on experience of designing and building high temperature furnaces, gas diffusion systems, chemical reactors, quality systems (GMP,
HACCP), regulatory approvals, health & safety systems, product development, business development, strategy, financial modelling,
technical sales in China, Japan, Germany, USA and South Korea. With an extensive network of cleantech industry contacts and market knowledge
Jason has an excellent technical and business background to the Company.

 Mr. May graduated
from RMIT University, Melbourne, Australia (1999) with a Bachelor of Engineering, Electrical, Electronics and Communications Engineering.

 David A.
B. Halstead.

 Mr. Halstead
has been a director since July 1, 2017. He has a wide range of corporate, secretarial and trusts experience, in both offshore and onshore
companies. In 1973 he became a partner in a local chartered accounting firm and in 1984 a principal in the Hong Kong office of Coopers
& Lybrand (now PWC), specializing in international corporate and secretarial services, and offshore tax structures. Upon his return
to Auckland, New Zealand in 1994, Mr. Halstead established and operated, several integrated medical centers, a surgical hospital in Auckland
and a "state of the art" diagnostic center. He then spent three years working with World Vision fund raising for its micro
finance arm "Vision Fund" involved with the capitalization and establishment of Vision Fund Cambodia. Reflecting his interest
in health care delivery, in 2003 to this day, Mr. Halstead became, and is a Trustee of the New Zealand based international medical aid
charity, Medical Aid Abroad.

 Since 2006,
Mr. Halstead has acted as a director, company secretary and treasurer for a group of international clients. Contemporaneously he established
and operated, until recently, a unique world-first web based joint venture service for the New Zealand Government processing immigration
medicals online in a secure platform through a company called NZimed Limited. Mr. Halstead is a director of an immigration sector "lead
generation" company, Leadgen Matrix Ltd, Business Epic Ltd, a company focused on assisting baby boomer SME owner operators maximize
their business exit strategies and value, and Asia Capital (China) Ltd, a NZ registered Financial Services Provider facilitating investment
into Australia and New Zealand. He is a director of several Hong Kong and Singapore companies as well as other New Zealand entities.

 Mr. Halstead
was educated at Kings College, Auckland, the son of a former New Zealand Cabinet Minister and diplomat. He is a graduate of the University
of Auckland with a Bachelor of Commerce and further qualifications in accounting and taxation.

 Paul Saffron.

 Mr. Saffron
has been a vital member of GSTX Group since late 2023. He brings over 30 years of senior executive and leadership roles across numerous
business sectors, including Real Estate, Equities and Risk Management, Natural Resources and Public Utilities. As President and COO of
Graphene and Solar Technologies Limited ("GSTX"), Mr. Saffron is accountable for the development and execution of corporate
strategy, specific project planning from project engagement to delivery, full operation and or transactional conclusion.

 Originally
from Australia, Mr. Saffron has truly global experience in property trading, development and raising capital, with substantial work experience
in Australia, Asia, the Americas and numerous European nations. His vast experience has been gained in working collaboratively at the
C-Suite and senior executive levels of small to large organizations; developing and achieving business specific strategic and portfolio
initiatives. The diverse scope of this experience is best exampled in the project that necessitated Mr. Saffron's relocation from
Australia to America in December 1998 to lead the adaption and release of an insurance risk product for initial distribution in the US
in advance of developing a licensing strategy and product reconfiguration plan for follow up European market partnerships.

 As President
of the facilitating company, Mr. Saffron was required to transact and manage relationships at top global risk carriers on 3 continents,
one that was proven successful on account an innovative licensing approach that satisfied all the requirements of the lead Reinsurance
carrier whilst also delivering a structure universally recognized as a "business in a box" for end users that quickly embraced
simplicities that are traditionally absent from the global insurance industry.

 In his role
as COO of GSTX, Mr. Saffron draws on over 30 years of experience in Consulting, Marketing and Trading, as well as, more than 20 years
in international finance, specifically in the arenas of risk management, portfolio management and marketing. He is well versed in all
phases of project planning, finance & asset management, with a diverse skill set equally valued in existing or 'start-up'
companies, he is an invaluable Business Administration asset for any and all new projects taken on by GSTX.

 Mr. Saffron
graduated from University of Technology, Sydney, Australia (1990) with a BA in Economics.

 Andrew Hamilton.

 Mr. Hamilton
is a result-orientated experienced business development and marketing professional and senior executive with over 20 years' experience
in the finance and resource sectors. This experience incorporates project management, marketing, communications, mining and exploration,
logistics, foreign exchange and private banking.

 His key areas
of expertise include business development, financial management, strong negotiating skills, strategy and planning, team and general management,
exploration and tenement management, logistics and shipping, minesite operational support, mining procurement and contracts management.

 He has a wide
range of general business, marketing and communication skills with strong strategic planning, project management and business development
and sales skills. He has the ability to build and maintain professional relationships at board level, senior management, staff and supplier
level, with a proactive 'can-do' approach and is able to liaise, influence and challenge effectively.

 Mr. Hamilton
graduated from Swineburne University of Technology, Melbourne, Australia (1999) with a BA in Business and Marketing Economics.

 Kristi Steele.

 Ms. Steele
has worked in the fair-trade sector with anti-trafficking organizations and product development assisting in lower income and impoverished
communities to craft and create fair wage and fair work for a more sustainable life.

 Understanding
the power of education in these communities and the transformative way it changes lives, she works in the higher education sector assisting
students all around the world with the college search and admission process to better educate and provide opportunities for students
and families globally.

 Ms. Steele
graduated from Samford University (2000) with a Bachelor of Arts in Congregational Studies and a Master's Degree in Educational/Instructional
Media Design.

 David Hare.

 Mr. Hare has
had an extensive professional background from award-winning photography and tech solutions to impactful business development for anti-trafficking
communities in Southeast Asia. He specializes in product development, marketing, tech, innovation, digital course expertise, and not
for profit Charity structure, organization, and management.

 His experience
includes creating organizational structures for small businesses, product management and marketing. Digital product solutions, digital
course, products, and marketing and digital strategies within the nonprofit and for-profit sector. David product development work and
goals include business and sustainable environmental solutions for clients and organizations.

 Mr. Hare graduated
from The University of Auckland (2019) with a Master of Arts in Public Policy Analysis.

 Andrew Y.
Liang.

 Dr.
Andrew Liang, PhD. is an established academic with a B.Sc. in Mechanical Engineering from China and a Ph. D. in Agricultural Engineering
from the University of Newcastle Upon Tyne. He studied for his MBA at Monash University. He lectured in Soil Mechanics at the China Agricultural
University and Politics and at the University of Newcastle Upon Tyne.

 Andrew
has an extensive corporate track record in executive level management. He has led and expanded high-growth business ventures, established
and managed manufacturing facilities, developed successful teams, and built highly professional and diverse work environments.

 Throughout
Andrew's career, he has demonstrated his ability to formulate and capitalize on key opportunities. His career started in management
consulting for the Danish multinational group, the East Asiatic Company (EAC), where he led their business development in China. He pioneered,
facilitated, and negotiated multiple EAC investment projects in China, including securing Chinese state enterprise investment in the
Australian wool industry. Following this success, Andrew was appointed Deputy Managing Director of Bloch & Behrens, EAC's Australian
subsidiary.

 Most
recently, Andrew established and managed the production facility of Michell Wool, in China. Andrew successfully navigated complex manufacturing
processes, strict environmental regulations and challenging local industrial laws, resulting in a world-class production facility running
to an Australian standard.

 Andrew
has extensive business growth and management expertise in the Asia Pacific region, including South Korea, South-East Asia and the Pacific
Islands. He spent over a decade as an Asia Regional General Manager for Ballantyne Foods, a leading Australian dairy food company in
the global market for fine foods. He was also the General Manager of Asia Pacific for EKF Diagnostic plc, a global medical diagnostics
company based in the UK.

 Andrew
spent four years driving high business growth and optimising distribution networks for Coloplast A/S, a Danish multinational company
that develops, manufactures, and markets medical devices and services related to ostomy, urology, continence, and wound care. In this
role, he transformed the China subsidiary from a manufacturing hub to one of the largest revenue-generating subsidiaries of the Coloplast
group, which subsequently became Coloplast's Asia Pacific headquarters.

 Andrew's
extensive global experience in establishing and growing new companies and production facilities is of considerable value to GSTX. He
is excited to bring his leadership experience, business acumen and analytical management style to develop the strategic direction and
future of the GSTX group.

 Jeffrey
Freedman.

 Mr.
Freedman has a professional history spanning over 35 years, predominantly in the Energy and Oilfield services industries and has held
various executive level and finance positions and Board Directorships in companies in these sectors. These have included Financial Executive
and Capital Markets Consultant at EcoStim Energy Solutions, Inc.; CEO and CFO at Petro River Oil Corp f/k/a Gravis Oil Corporation; Executive
Vice President, Corporate Development and Board Member at Allis-Chalmers Energy, Inc.; Managing Director, Oilfield Service and Equipment
at Prudential Securities and Managing Director, Oilfield Service and Equipment at Smith Barney.

 Jeffrey
holds an MBA Finance and Investments from New York University, Stern School of Business and BSBA-Finance from Babson College.

 Charles
Wantrup.

 Mr. Charles
Wantrup has been practicing exclusively as a commercial solicitor for over 35 years and heads his Law practice Wantrup and Associates.
He has extensive experience in funding and financing, taxation law and practice, intellectual property law, industrial relations, international
trade, and investment and in corporations' law, capital raising and mergers and acquisitions. A key aspect of his approach to providing
services is his concentration on structuring business enterprises. This involves an understanding of corporations and international corporate
business structures. He has been closely associated providing significant advice to GSTX for the past 12 years.

 He has pioneering
experience in the establishment and structuring of high technology companies, mining joint ventures and venture capital funds. Specialist
in international taxation with over 35 years' experience in practice. Daily reviews of taxation changes throughout the world, especially
USA, Europe, and Asia generally (including China and India). Involved in advice (and currently litigation) in BEPS areas including transfer
pricing and territorially distributed business structures.

 Charles's
firms' international network includes overseas consultants and advisers, Banking and Finance Institutions, Custodial Agents, Offshore
Corporate Secretaries and Directors, Insurance Companies and Venture Capitalists. They have presences in New Zealand, Europe, Canada,
the United Kingdom, and the United States.

 ITEM 11. EXECUTIVE COMPENSATION

 The following
table summarizes the compensation received by our principal executive and financial officers during the two years ended September 30,
2024.

 Name and
 Principal Position

 Fiscal
 Year

 Salary (1)

 Other
 Compensation (2)

 Total

 2024

 —

 —

 —

 2023

 —

 —

 —

 Chief Executive Officer

 David Halstead

 2024

 —

 —

 —

 2023

 —

 —

 —

 Financial and Accounting Officer

 Paul Saffron

 2024

 —

 —

 —

 Chief Operations Officer

 2023

 —

 —

 —

 Andrew Hamilton

 2024

 —

 —

 —

 Chief Operations Officer/Australia

 2023

 —

 —

 —

 Kristi Steele

 2024

 —

 —

 —

 Chief Sustainability Officer

 2023

 —

 —

 —

 David Hare

 2024

 —

 —

 —

 Chief Strategy Officer

 2023

 —

 —

 —

 Andrew Y. Liang

 2024

 —

 —

 —

 2023

 2024

 —

 —

 —

 2023

 —

 —

 —

 Charles Wantrup

 2024

 —

 —

 —

 2023

 —

 —

 —

 (1)

 The dollar
 value of base salary (cash and non-cash) earned.

 (2)

 All other compensation
 received that could not be properly reported in any other column of the table.

 Long-Term
Incentive Plans. We do not provide our officers or employees with pension, stock appreciation rights, long-term incentive or
other plans.

 Employee Pension,
Profit Sharing or other Retirement Plans. We do not have a defined benefit, pension plan, profit sharing or other retirement
plan, although we may adopt one or more of such plans in the future.

 Compensation of
Directors During Years Ended September 30, 2024 and 2023. During the year ended September 30, 2024, our directors received an
annual compensation of 500,000 shares. During the year ended September 30, 2023, we did not compensate our directors for acting as such.

 Compensation Committee
Interlocks and Insider Participation. During the years ended September 30, 2024 and 2023, none of our officers was also a member
of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of
our directors.

 ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following
table shows the beneficial ownership of our common stock, as of September 30, 2024 (564,001,521 shares issued and outstanding) by (i)
each person whom the company knows beneficially owns more than 5% of the outstanding shares of the common stock, (ii) each of the officers,
(iii) each of the directors, and (iv) all the officers and directors as a group.

 Unless otherwise
indicated, each owner has sole voting and investment powers over his shares of common stock. Unless otherwise indicated, beneficial ownership
is determined in accordance with the Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, as amended, and includes voting
or investment power with respect to shares beneficially owned.

 Number of

 Beneficially

 Percentage

 Name and
 Address of Beneficial Owner (1)

 Owned

 of
 Class

 Henosis Limited

 114,005,500

 (2b)

 20.2

 %

 Auckland 1010 New Zealand

 Phoenix Global Holdings Limited

 108,681,762

 (2a)

 19.3

 %

 EKH International Co. Limited

 50,000,000

 8.9

 %

 Kowloon, SAR Hong Kong

 Pegasus Resources Limited

 3,500,000

 (2a)

 0.6

 %

 MANJI Family Trust

 1,000,000

 (2b)

 0.2

 %

 Melbourne, Victoria 3000 Australia

 NZ Macro Limited

 9,000,000

 (3)

 1.6

 %

 Pagemark Limited

 2,000,000

 (3)

 0.4

 %

 Sativus Investments LLC

 7,000,000

 (4)

 1.2

 %

 Phoenix, Arizona 85022 USA

 New Technologies Cluster Limited

 500,000

 (5)

 0.1

 %

 Sandringham, Auckland 1041 New Zealand

 Paul Krok Limited

 6,500,000

 (5)

 1.2

 %

 Mangawhai, Mangawhai 0505 New Zealand

 The Liang Family Trust

 16,009,970

 (6)

 2.8

 %

 St. Kilda West, Victoria 3182 Australia

 Haminerals Pty Ltd

 5,000,000

 (7)

 0.9

 %

 Melbourne, Victoria 3101 Australia

 Parallel40 LLC

 5,000,000

 (8)

 0.9

 %

 Wilmington, Delaware 19803 USA

 227,187,262

 (2a and 2b)

 40.3

 %

 Melbourne, Victoria 3000 Australia

 David A.B. Halstead

 11,000,000

 (3)

 2.0

 %

 Paul Saffron

 7,000,000

 (4)

 1.2

 %

 Phoenix, Arizona 85028 USA

 Andrew Hamilton

 5,000,000

 (7)

 0.9

 %

 Melbourne, Victoria 3101 Australia

 Kristi Steele

 2,500,000

 (8)

 0.5

 %

 Wilmington, Delaware 19803 USA

 David Hare

 2,500,000

 (8)

 0.5

 %

 Wilmington, Delaware 19803 USA

 Andrew Liang

 16,009,970

 (6)

 2.8

 %

 St. Kilda West, Victoria 3182 Australia

 1,600,000

 0.3

 %

 Delray Beach, Florida 33446 USA

 Charles Wantrup

 7,000,000

 (5)

 1.3

 %

 Sandringham, Auckland 1041 New Zealand

 All officers and directors as a group (9 persons)

 279,797,232

 49.6

 %

 _______________

 (1)

 Neither our
 officers and directors, nor any company they directly or indirectly control, have entered into any arrangements, agreements (including
 derivative agreements), or contracts that give or will give anyone else an interest in the company. The directors/officers have not
 used their shares in the company to secure a loan.

 (2a)

 Roger May may be deemed
 to be the beneficial owner of the shares held on record by Phoenix Global Holdings Limited and Pegasus Resources Limited as a result
 of him being the sole shareholder of this entity which is the trustee of Phoenix Global Holdings Limited. Jason May is the inheritor
 of these shares, as the beneficiary of Roger May's estate.

 (2b)

 Jason May may be deemed
 to be the beneficial owner of the shares held of record by Henosis Limited and MANJI Family Trust as a result of his being the sole
 Director of the entity.

 (3)

 David Halstead may be deemed
 to be the beneficial owner of the shares held of record by NZ Macro Limited and Pagemark Limited as a result of his being the sole
 Director of the entities.

 (4)

 Paul Saffron may be deemed
 to be the beneficial owner of the shares held of record by Sativus Investments LLC as a result of his being the sole Director of
 the entity.

 (5)

 Charles Wantrup may be
 deemed to be the beneficial owner of the shares held of record by New Technologies Cluster Limited and Paul Krok Limited as a result
 of his being the sole Director of the entities.

 (6)

 Andrew Liang may be deemed
 to be the beneficial owner of the shares held of record by The Liang Family Trust as a result of his being the sole Director of the
 entity.

 (7)

 Andrew Hamilton may be
 deemed to be the beneficial owner of the shares held of record by Haminerals Pty Ltd as a result of his being the sole Director of
 the entity.

 (8)

 Kristi Steele and David
 Hare may be deemed to be the beneficial owners of the shares held of record by Parallel40 LLC as a result of his being sole Directors
 of the entity.

 ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 (a)
None.

 (b)
The company considers Messrs. May, Halstead, Liang, Freedman, and Wantrup to be independent directors, as such term is defined by the
NASDAQ Rules or Rule 10A-3 of the Exchange Act.

 ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES.

 M&K CPAS
PLLC of Houston was engaged to audit our financial statements for the year ended September 30, 2024. The following table shows the fees
billed to us for the period presented by M&K CPAS PLLC.

 Year Ended

 Year Ended

 September
 30, 2024

 September
 30, 2023

 Audit Fees

 $

 47,500

 $

 36,500

 Audit-Related Fees

 $

 —

 $

 —

 Tax Fees

 $

 —

 $

 —

 Audit fees
represent amounts billed for professional services rendered for the audit of our annual financial statements and reviews of our quarterly
financial statements.

 Audit-related
fees represent amounts billed for consents related to regulatory filings, audit/review of financial statements included in our registration
statements filed with the Securities and Exchange Commission, and consulting related to the implementation of accounting standards.

 Tax fees include
professional services for tax return preparation and income tax audit support.

 The policy
of our directors is to pre-approve all audit and non-audit services provided by our independent auditors.

 ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 EXHIBIT INDEX

 Number

 Description

 3.1

 Articles
 of Incorporation, dated June 21, 2010 (incorporated by reference to Exhibit 3.1 of the Form S-1 filed on May 13, 2011).

 3.2

 Articles
 of Amendment, dated September 29, 2015 (filed herewith).

 3.3

 Articles
 of Amendment, dated July 5, 2017 (incorporated by reference to Exhibit 5.03 of the Form 8-K/A filed on October 4, 2017).

 3.4

 Articles
 of Amendment, dated September 18, 2018 (filed herewith).

 3.5

 Bylaws,
 dated June 21, 2010 (incorporated by reference to Exhibit 3.2 of the Form S-1 filed on May 13, 2011).

 10.1

 Asset
 Acquisition Agreement to Exchange Securities between Vanguard Energy Corporation and Solar Quartz Technologies, Inc., dated June
 28, 2017 (incorporated by reference to Exhibit 10 of the Form 8-K/A filed on October 4, 2017).

 Code
 of Ethics, dated March 2, 2011 (incorporated by reference to Exhibit 14 of the Form S-1 filed on May 13, 2011).

 Subsidiaries
 (incorporated by reference to Form 10-K filed on September 7, 2018).

 Certification pursuant
 to Section 302 of the Sarbanes-Oxley Act of 2002.

 Certification pursuant
 to Section 906 of the Sarbanes-Oxley Act

 SIGNATURES

 In accordance
with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 15th day of July 2025.

 By:

 /s/
 JASON MAY

 Jason
 May, Chief Executive Officer

 Pursuant to
the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 CEO & Director

 /s/
 David A.B. Halstead

 CFO & Director

 David A.B. Halstead

 /s/ Andrew
 Liang

 Andrew Liang

 /s/

 /s/ Charles
 Wantrup

 Charles Wantrup