GSTX 10-K & 10-Q changes, risk factors and insider trading

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

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

Funding and Business Outlook

The Company is currently engaged in advanced discussions with multiple large incumbent manufacturers regarding potential joint ventures and offtake agreements related to silicon ingot, wafer, and cell manufacturing.

We are actively pursuing a combination of equity and debt financing, as well as governmental support under the U.S. One Big Beautiful Bill Act and Australia’s Made in Australia initiatives. While these discussions are ongoing, no binding agreements have been executed as of the date of this filing.

The passage of the One Big Beautiful Bill Act in July 2025 has helped clarify the U.S. policy landscape, preserving critical incentives such as the Section 45 manufacturing production credit. This legislative clarity supports our confidence in pursuing domestic solar manufacturing projects.

QSM’s business model is based on proven technologies with minimal R&D risk; the Company does not intend to develop new technology but rather to manufacture established silicon wafer products at scale. This lowers the technical and commercialization risks typically associated with early-stage manufacturing ventures.

Status of Commercial Product Development

While the Company has not generated revenues in fiscal years 2023 or 2024, it made significant progress in engineering, planning, and permitting activities.

The Company’s commercial product is standard silicon wafers used in the solar supply chain. These wafers are not subject to additional R&D prior to production. The remaining requirements are infrastructure development, equipment procurement, and commissioning.

We anticipate initial sample production to begin following completion of financing and facility construction phases.

Net cash provided by investing activities includes proceeds received from the sale of shares of a subsidiary. The transactions relate to the Company’s sale of its ownership interest in the subsidiary during the year ended September 30, 2025.

Cash from financing activities in the year ended September 30, 2025 contributed $404,112, $395,106 from proceeds of convertible notes payable and $10,040 from the proceeds from issuance of common stock. 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.

MARKET ENVIRONMENT

Our business and financial performance are affected by global economic conditions, including interest rate volatility, inflation, regulatory and tax uncertainty, and evolving trade policies. During fiscal year 2024 and 2025, market uncertainty driven by rising interest rates, inflationary pressures, tariffs, regulatory changes, and supply constraints has negatively impacted our operations. Our operations are exposed to trade policy risks, including changes in tariffs, duties, and trade restrictions.

Federal tax policy is a critical factor affecting our business. In July 2025, the One Big Beautiful Bill Act (OBBB) was enacted, modifying tax incentives which significantly benefit our business model. While the law preserves the Section 45x Manufacturing Credit for solar manufacturing through 2033, it shortens the availability of the credit to the end of 2032 and introduces new Prohibited Foreign Entity restrictions that could limit access to tax credits or increase project costs. Regulatory implementation of the OBBB may create additional uncertainty or delays in monetizing tax credits, which could adversely affect our business and financial results. The solar energy industry is an emerging market which is constantly evolving and may not develop to the size or at the rate we expect.

SOLAR GROWTH

The United States is undergoing a structural transformation of its energy system driven by rising electricity demand from data centers, artificial intelligence, manufacturing, and broader electrification of the economy. Solar is an important part of this energy mix.

The U.S. solar market has been growing at a record pace, with nearly 50 GW installed in 2024, a 21% increase over 2023. Solar represents the majority of new generating capacity added in 2024 and 2025. The outlook for solar in the U.S. remains robust, with Q3 2025 installations of 11.7 GW, an approximate 20% increase from 2024. The outlook for domestic manufacturing, the picture is materially stronger than a few years ago: the U.S. now has approximately 64.8 GW of module manufacturing capacity online, enough to supply most expected 2025 demand. However, cells and especially silicon wafers/ingots are still the tighter links in the solar supply chain.

We believe the electrification of the U.S. economy, supported by solar and battery storage, represents a significant long-term opportunity for the Company. Through our planned manufacturing and product offerings, the Company aims to be a leading manufacturer of upstream solar materials for the domestic manufacturing sector, supporting the transition to a cleaner energy system.

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

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

Although the Company has identified geographic regions for purposes of internal review and future revenue analysis, the Company and its subsidiaries have not generated any revenues to date. Accordingly, no geographic revenue information has been presented for the fiscal year ended September 30, 2025.

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

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