10-Q: Graphene & Solar Technologies Q2 2026 Update
Quarterly Report
Graphene & Solar Technologies reports continued operational expenses and no revenue for Q2 2026, with a focus on securing funding for silicon wafer manufacturing projects.
Summary
- Graphene & Solar Technologies (GSTX) filed its Form 10-Q for the quarterly period ended March 31, 2026.
- The company reported no revenue for the three and six months ended March 31, 2026, and 2025.
- Operating expenses for the three months ended March 31, 2026, were $931,157, an increase from $611,291 in the prior year period.
- Net loss for the three months ended March 31, 2026, was $882,630, compared to a net loss of $645,476 for the same period in 2025.
- The company's cash position increased to $108,942 as of March 31, 2026, from $57,365 as of September 30, 2025.
- Total current liabilities increased to $4,993,563 from $4,817,878, resulting in a working capital deficit of $4,872,848.
- The company is actively seeking funding for its silicon wafer manufacturing projects and exploring joint ventures.
- Material weaknesses in internal control over financial reporting were identified, including inadequate segregation of duties and lack of sufficient accounting expertise.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as negative due to the continued lack of revenue, increasing operating expenses, significant net losses, and persistent going concern doubts, despite ongoing efforts to secure funding and develop projects.
Positives
- Cash position increased to $108,942 from $57,365, indicating improved short-term liquidity.
- The company is actively pursuing funding and joint ventures for its silicon wafer manufacturing projects, with discussions underway with multiple large incumbent manufacturers.
- The passage of the One Big Beautiful Bill Act in July 2025 provides legislative clarity and preserves critical incentives for domestic solar manufacturing projects.
- The company's business model is based on proven technologies with minimal R&D risk, focusing on manufacturing established silicon wafer products at scale.
- Significant progress has been made in engineering, planning, and permitting activities for silicon wafer manufacturing facilities in the U.S. and Australia.
Negatives
- The company generated no revenue in the reported periods, continuing a trend from prior periods.
- Operating expenses increased to $931,157 for the three months ended March 31, 2026, from $611,291 in the prior year.
- A significant working capital deficit of $4,872,848 exists as of March 31, 2026.
- The company has incurred cumulative net losses of $76,061,814 since inception, raising substantial going concern doubts.
- Material weaknesses in internal control over financial reporting have been identified, including inadequate segregation of duties and insufficient accounting expertise.
Risks
- The company's ability to continue as a going concern is dependent on its ability to raise capital through debt or equity markets, with no assurance of success.
- Future issuances of equity or debt securities will be required to finance operations, which may dilute existing shareholders.
- The company faces risks related to the successful development of its plan of operations and transition to profitable operations.
- There is a risk that the company may need to incur additional liabilities with related parties to sustain its existence.
- The company has identified material weaknesses in its internal control over financial reporting, which could lead to misstatements in financial reporting.
Future Outlook
The company is actively seeking funding and exploring joint ventures with established manufacturers for its silicon wafer and solar photovoltaic cell production projects. The passage of the One Big Beautiful Bill Act in July 2025 provides policy clarity and incentives for domestic solar manufacturing. The company aims to establish initial production and begin generating revenue in FY 2026. However, the company's ability to continue as a going concern is dependent on its success in raising additional capital.
Management Comments
- The Company has incurred cumulative net losses since inception of $76,061,814 at March 31, 2026. Accordingly, it requires capital to fund working capital deficits and for future operating activities to take place.
- The Company's ability to raise new funds through the future issuances of debt or common stock are unknown.
- The obtainment of additional financing, the successful development of a plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.
- The 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.
- Management does not believe that any recently issued but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company's financial statement presentation or disclosures.
- Based on the evaluation of disclosure controls and procedures, management concluded that they were not effective as of September 30, 2025 due to material weaknesses in internal control over financial reporting.
- Management is committed to remediating the identified material weaknesses as quickly and effectively as possible.
Industry Context
StockSavvy.ai notes that Graphene & Solar Technologies is positioning itself within the burgeoning solar photovoltaic manufacturing sector, specifically focusing on silicon wafer production. This aligns with global trends towards reshoring manufacturing capabilities and securing domestic supply chains, particularly in light of recent legislative initiatives like the U.S. One Big Beautiful Bill Act. The company's strategy to leverage existing operations and acquire upstream material suppliers (quartz) reflects a vertical integration approach common in capital-intensive industries.
Comparison to Industry Standards
- The company has not generated revenue in fiscal years 2024 or 2025, which is significantly below industry standards for established manufacturers in the solar supply chain.
- The significant operating losses and cumulative deficit are concerning when compared to profitable and well-capitalized competitors in the silicon wafer and solar manufacturing sectors.
- While the company aims to produce standard silicon wafers, the lack of initial production and revenue generation indicates a substantial lag compared to industry leaders who are operating at scale.
- The reliance on future financing to commence operations is a critical differentiator from established players who typically have access to more stable and diverse funding sources.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Deficiencies | Material weaknesses in internal control over financial reporting were identified, including inadequate segregation of duties, lack of sufficient accounting expertise, ineffective controls over journal entries and reconciliations, and insufficient controls over disclosures. | As of September 30, 2025 | These weaknesses could result in a material misstatement of financial statements or disclosures that may not be prevented or detected on a timely basis. |
| Remediation Efforts | The company is in the process of designing and implementing measures to remediate material weaknesses, including hiring additional accounting personnel, implementing enhanced review procedures, establishing more robust segregation of duties, and providing additional training. | Ongoing | Management is committed to remediating identified weaknesses to improve the reliability of financial reporting. |
Related Party Transactions
- Management services are provided by MI Labs Pty Ltd (controlled by CEO Jason May) for $25,000 monthly.
- Management services are provided by Sativus Investments (controlled by COO Paul Saffron) for $30,000 monthly.
- Management services are provided by Parallel40 LLC (controlled by Chief Sustainability Officers Kristi Steele and David Hare) for $30,000 monthly.
- Management services are provided by Russell Krause (CEO of Ausquartz Group Holdings Pty Ltd) for $25,000 monthly.
- Management services are provided by Haminerals Pty Ltd (controlled by COO Australia Andrew Hamilton) for $20,000 monthly.
- Convertible note agreements have been entered into with Parallel40 LLC, Pagemark Limited (controlled by Director David Halstead), and Allegro Investments Limited (sharing a director with the company).
- STR Ventures, a significant shareholder, is owed $465,300 in accrued consulting fees.
- Stock-based compensation expense relating to directors, officers, affiliates, and related parties was $288,000 for the quarter ended March 31, 2026.
- Convertible notes payable related to directors and officers are detailed in Note 5, involving principal balances, interest, conversion terms, and issuance of common stock as consideration or debt discount.
Stakeholder Impact
- Shareholders: Potential dilution from future equity issuances, ongoing concern about the company's going concern status, and the long-term viability of its projects.
- Creditors: Increased risk due to the company's significant debt and working capital deficit, with some notes in default.
- Employees: Potential impact on job security given the company's financial precariousness and ongoing need for capital.
- Management: Continued efforts to secure funding and advance projects are critical for their strategic objectives and compensation tied to company performance.
Next Steps
- Secure funding for silicon wafer manufacturing projects.
- Establish initial production and begin generating revenue in FY 2026.
- Implement measures to remediate material weaknesses in internal control over financial reporting.
- Continue exploring partnerships and joint ventures with established manufacturers.
- Develop integrated solar manufacturing projects, including facilities in the U.S. and Australia, and smelter/polysilicon plants in New Zealand.
Key Dates
| Date | Description |
|---|---|
| 2012-06-28 | Issuance of convertible secured notes payable totaling $8,254,500. |
| 2012-06-29 | Maturity date for convertible secured notes payable issued on June 28, 2012. |
| 2014-06-16 | Assets securing convertible notes were sold. |
| 2014-06-17 | Noteholder approval for sale of assets securing convertible notes. |
| 2015-01-15 | Demand for payment on a note with a principal balance of $10,000. |
| 2016-01-30 | Maturity date for a convertible secured note payable issued on February 1, 2016. |
| 2016-02-01 | Issuance of a convertible secured note payable of $30,000. |
| 2017-07-01 | Acquisition of Solar Quartz Technologies Limited. |
| 2023-02-27 | Promissory Loan Note with MI Labs Pty Ltd entered into. |
| 2023-07-01 | MI Labs Pty Ltd loaned Ausquartz Sands Pty Ltd US$31,352. |
| 2023-09-11 | Ausquartz Sands Pty Ltd entered into a Loan Agreement with GVB GmbH for $250,000. |
| 2023-11-01 | Lease for office and warehouse space in Melbourne, Australia commenced. |
| 2023-12-31 | Quarter ended December 31, 2023. |
| 2024-01-01 | Company amended a convertible note to extend maturity date to December 2025. |
| 2024-01-20 | Issuance of a convertible secured note payable of $100,000. |
| 2024-01-21 | Maturity date for a convertible secured note payable issued on January 20, 2025. |
| 2024-02-25 | Issuance of a convertible secured note payable of $16,665. |
| 2024-02-26 | Maturity date for a convertible secured note payable issued on February 25, 2025. |
| 2024-03-31 | Quarter ended March 31, 2024. |
| 2024-06-30 | Quarter ended June 30, 2024. |
| 2024-07-28 | Company acquired Ausquartz Group Holdings Pty Ltd. |
| 2024-09-30 | Fiscal year ended September 30, 2024. |
| 2024-10-01 | Start of fiscal year 2025. |
| 2024-10-21 | Issuance of a convertible secured note payable of $50,000. |
| 2024-10-22 | Maturity date for a convertible secured note payable issued on October 21, 2025. |
| 2024-11-19 | Issuance of a convertible secured note payable of $100,000. |
| 2024-11-21 | Maturity date for a convertible secured note payable issued on November 19, 2024. |
| 2024-12-01 | Company entered into a debt conversion agreement with a consultant. |
| 2024-12-01 | Company entered into a loan extension and amendment agreement with an investor. |
| 2024-12-01 | Company entered into a debt conversion agreement with a related party. |
| 2024-12-01 | Company entered into a share purchase agreement with a shareholder. |
| 2024-12-01 | Company entered into a share purchase agreement with a shareholder. |
| 2024-12-02 | Company entered into a loan extension and amendment agreement with an investor. |
| 2024-12-03 | Company entered into a debt conversion agreement with a consultant. |
| 2024-12-09 | Company entered into a debt conversion agreement with a related party. |
| 2024-12-29 | Company entered into a share purchase agreement with a shareholder. |
| 2024-12-29 | Company entered into a share purchase agreement with a shareholder. |
| 2024-12-31 | Balance December 31, 2024. |
| 2025-01-01 | Company granted shares of common stock to Mr. Paul Saffron as a sign-on bonus. |
| 2025-01-01 | Company granted shares of common stock to Mr. Danny Kennedy as a sign-on bonus. |
| 2025-01-01 | Company granted shares of common stock to Mr. Victor Pereira as a sign-on bonus. |
| 2025-01-15 | Maturity date for a promissory note payable with a principal balance of $10,000. |
| 2025-01-20 | Issuance of a convertible secured note payable of $100,000. |
| 2025-01-21 | Maturity date for a convertible secured note payable issued on January 20, 2025. |
| 2025-01-31 | Company entered into a debt conversion agreement with a consultant. |
| 2025-02-01 | Company granted shares of common stock to Mr. Arnold Sock. |
| 2025-02-11 | Company entered into a debt conversion agreement with a consultant. |
| 2025-02-25 | Issuance of a convertible secured note payable of $16,665. |
| 2025-02-26 | Maturity date for a convertible secured note payable issued on February 25, 2025. |
| 2025-03-28 | Performance bonus awarded to Thompson Family Trust, Matthew Brown, and Mark Anderson. |
| 2025-03-31 | Quarter ended March 31, 2025. |
| 2025-03-31 | Maturity date for a convertible note payable issued during the quarter ended March 31, 2024. |
| 2025-04-01 | Maturity date for a convertible note payable issued during the quarter ended June 30, 2024. |
| 2025-06-30 | Quarter ended June 30, 2025. |
| 2025-07-01 | Maturity date for a promissory loan note with MI Labs Pty Ltd. |
| 2025-08-31 | Maturity date for a Loan Agreement between Ausquartz Sands Pty Ltd and GVB GmbH. |
| 2025-09-30 | Quarter ended September 30, 2025. |
| 2025-10-01 | Start of fiscal year 2026. |
| 2025-10-20 | Issuance of a convertible secured note payable of $50,000. |
| 2025-10-21 | Maturity date for a convertible secured note payable issued on October 20, 2025. |
| 2025-10-22 | Maturity date for a convertible secured note payable issued on October 21, 2025. |
| 2025-11-01 | Company entered into a debt convertible agreement. |
| 2025-11-19 | Company entered into a debt convertible agreement. |
| 2025-12-01 | Company entered into a loan extension and amendment agreement with an investor. |
| 2025-12-01 | Company entered into a debt conversion agreement with a related party. |
| 2025-12-01 | Company entered into a share purchase agreement with a shareholder. |
| 2025-12-01 | Company entered into a share purchase agreement with a shareholder. |
| 2025-12-02 | Company entered into a loan extension and amendment agreement with an investor. |
| 2025-12-03 | Company entered into a debt conversion agreement with a consultant. |
| 2025-12-09 | Company entered into a debt conversion agreement with a related party. |
| 2025-12-29 | Company entered into a share purchase agreement with a shareholder. |
| 2025-12-31 | Balance December 31, 2025. |
| 2026-01-01 | Company granted shares of common stock to Mr. Paul Saffron as a sign-on bonus. |
| 2026-01-01 | Company granted shares of common stock to Mr. Danny Kennedy as a sign-on bonus. |
| 2026-01-01 | Company granted shares of common stock to Mr. Victor Pereira as a sign-on bonus. |
| 2026-01-14 | Company filed Articles of Amendment to increase authorized shares of common stock. |
| 2026-01-20 | Maturity date for a convertible secured note payable issued on January 20, 2025. |
| 2026-01-31 | Company entered into a debt conversion agreement with a consultant. |
| 2026-02-01 | Company granted shares of common stock to Mr. Arnold Sock. |
| 2026-02-11 | Company entered into a debt conversion agreement with a consultant. |
| 2026-02-24 | Performance bonus awarded to Thompson Family Trust, Matthew Brown, and Mark Anderson. |
| 2026-02-25 | Maturity date for a convertible secured note payable issued on February 25, 2025. |
| 2026-03-12 | Company entered into a debt conversion agreement with a related party. |
| 2026-03-31 | Quarter ended March 31, 2026. |
| 2026-03-31 | Maturity date for a convertible note payable issued during the quarter ended March 31, 2024. |
| 2026-05-13 | Date as of which the registrant had 707,267,948 outstanding shares of common stock. |
| 2026-05-15 | Date of report signatures. |
Recommendation
holdThe company's strategic focus on the growing solar market and progress in project planning are positive indicators. However, the severe financial distress, lack of revenue, significant losses, and identified material weaknesses in internal controls present substantial risks. The company's future hinges entirely on its ability to secure substantial funding, making it a high-risk, speculative investment. A 'hold' recommendation reflects the potential for significant upside if funding is secured and projects advance, balanced against the considerable risk of failure.
Keywords
Graphene & Solar Technologies, Form 10-Q, Quarterly Report, Silicon Wafer Manufacturing, Solar Photovoltaic, Renewable Energy, Advanced Materials, Clean Water, Financial Condition, Results of Operations, Going Concern, Capital Raise, Joint Venture, Internal Controls
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