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

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





                           FORWARD LOOKING STATEMENTS

The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain a historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our Form 10-K report for the year ended September 30, 2020, filed with the U.S. Securities Exchange Commission ("SEC") and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements or disclose any difference between our actual results and those reflected in these statements.





Overview

In July 2017 we acquired Solar Quartz Technologies Limited, a New Zealand corporation. We continue to seek new financing in the form of equity, debt or a combination thereof to meet development and general operating obligations. Absent achieving sufficient funds soon, our viability is in doubt. The Company has managed to raise some capital by sale of shares, but as of June 30, 2021, the Company has not been successful in raising sufficient funds; However, work is underway to secure funding, and we believe that funding for the Company is possible in the near future although no assurance can be made as to the amount of funds, if any, or the terms thereof.

The Company has appointed additional advisors to assist in securing new financing for its projects and general operating obligations.

Current Business and Operations

We continue to develop our detailed plans for multi-faceted production facilities in Queensland Australia to enable us to process raw high purity quartz from the region into higher value high purity quartz products and sands (HPQS). Further work is proceeding in respect to graphene production capability and business planning on thin film capability.

Currently GSTX is primarily focused upon completing development and initial production for commercially viable and efficient photovoltaic "Transparent Solar Cells/Panels". This is to particularly meet increasing demand from the construction industry for clear and transparent solar panel windows in high-rise buildings. Such installations can significantly contribute to the facility's electricity requirements.





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In 2017 GSTX recognized the remarkable potential of the amazing new 2D (Length & Width only -One micron thickness) wonder-material Graphene to be utilized in high- end electronics production and for the production more robust and efficient essential combination materials. GSTX the US Public company, (then Solar Quartz Technologies) (SQTX) was renamed Graphene & Solar Technologies (GSTX) in July 2018. Since 2017 GSTX has established a strong working association with a pioneering United States based producer of Graphene. This US production house is highly regarded internationally for their ESG" compliant processing and production techniques utilized for Graphene manufacturing. The production house has also established itself as a major exponent of Graphene enhanced polymers currently used in low-cost rapid production large scale 3D Home printing of near indestructible housing. Following three (3) years of extensive evaluation and design consideration GSTX and its USA associate, have agreed to progress a new Joint Venture to establish an Australian Graphene production facility in Brisbane, Australia forthwith. The terms of the joint venture and funding are yet to be finalized.

For 18 months the Company has been conducting due diligence on a company holding a valuable patent portfolio in the area of transparent and conductive thin film and that would enable the Company to complement its expertise in High Purity quartz and downstream applications in next generation transparent and flexible PV Solar Cell and semiconductor applications. In July, the Company closed a Share Sale and Purchase Agreement through its wholly owned subsidiary, US Thin-Film Corporation (a Nevada company registered in April 2021 for this purpose) with CIMA Nanotech Holdings Limited, "CNHL", (a Cayman Island Registered company) to acquire its wholly owned subsidiary company Cima Specialty Materials Ltd and its wholly owned subsidiary companies, one of which holds a valuable portfolio of patents.

Under the terms of the Agreement 31,665,604 Regulation 144, restricted Common shares of the Company were agreed, approved and issued as full and total consideration for the share sale and purchase.

US Thin Film Corporation (USTFC), a United States company established in April 2021 as a 100% owned subsidiary the Company, now owns via the acquisition of Cima Specialty Materials Ltd exclusive, Intellectual Property rights to a Patent Portfolio of 72 (seventy-two) Patents. The Patents broadly cover the production of Transparent Conductive Thin Films (TCF)and several advanced nano-particle technologies used to produce innovative next-generation Thin-Film Conductive Coatings, Electro-Magnetic Shielding, transparent antennas, advanced touch screens, transparent anti-ice heating/defogging applications and of importance for next generation transparent solar panels.





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Results of Operations

For the fiscal quarters ended June 30, 2021 and 2020 we generated no revenues, and thus no cost of sales or gross profits.

For the fiscal quarters ended June 30, 2021 and 2020, we incurred $660,644 and $464,110 respectively in operating expenses.

For the fiscal quarter ended June 30, 2021 we recorded other expenses of $99,267 while in June 30, 2020 we incurred expenses of $13,349 both items are represented by accrued interest on debt. Other income of $6,656 was earned in the fiscal quarter, June 30, 2021.

For quarter ended June 30, 2021, we reported net loss before taxes of $753,255 while in the six months ended June 30, 2020, we reported a net loss before taxes of $475,487. Since there were no tax obligations in either year, net income / loss in each year was the same as that reported before taxes.

For the periods ended September 30, 2020 and June 30, 2021, our cash positions were $12 and $1170 respectively.

As of June 30, 2021, we had total current liabilities of $2,080,586 while as of September 30, 2020, we had total current liabilities of $1,684,546 an increase of about23%. Accrued interest payable increased from $132,099 to $147,763 all attributable to accruals on the loans and the convertible notes payable.

Liquidity and Capital Resources

As of June 30, 2021, we had $16,749 in total current assets, $1,041 in total other assets and $2,080,586 in total current liabilities. Accordingly, we had a working capital deficit of $2,079,926.

Operating activities used $218,410 in cash for the nine-month period ended June 30, 2021, as compared to $213,764 for the nine-month period ended June 30, 2020.





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Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 1.

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