10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2017

o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: None

SOLAR QUARTZ TECHNOLOGIES CORPORATION

(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.)

21 Waterway Ave., Ste. 300

The Woodlands, Texas 77380

(Address of principal executive offices, including Zip Code)

(281) 362-2725

(Issuer’s telephone number, including area code)

____________________________________________

(Former name or former address if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

As of September 30, 2017, the registrant had 224,426,229 outstanding shares of common stock.

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, 2016, 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.

 

2

SOLAR QUARTZ TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
	2017			2016
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	66		$	35
Other receivables		-			966
Total current assets		66			1,001
Debt issuance costs		-			-
Total assets	$	66		$	1,001
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	62,772		$	51,212
Accrued interest payable		44,003			36,044
Accrued liabilities		23,885			17,511
Short term notes payable		85,000			85,000
Other liabilities		92			92
Current portion of notes payable, net of discount $- and $71,754		70,747			70,747
Total current liabilities		286,500			260,606
Stockholders' deficit
Preferred stock, $0.00001 par value; 5,000,000 shares
authorized; none issued or outstanding		-			-
Common stock, $0.00001 par value; 100,000,000 and 50,000,000
shares authorized; 1,002,134 and 979,109 shares issued and
outstanding		1,002			1,002
Additional paid-in capital		6,318,920			6,318,920
Accumulated deficit		(6,606,356	)		(6,579,527	)
Total stockholders' deficit		(286,434	)		(259,605	)
Total liabilities and stockholders' deficit	$	66		$	1,001

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

SOLAR QUARTZ TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended June 30						Nine Months Ended June 30
	2017			2016			2017			2016
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues
Sales	$	-		$	-		$	-		$	-
Costs and expenses
General and administrative		3,788			2,754			12,522			27,549
Total costs and expenses		3,788			2,754			12,522			27,549
Loss from operations		(3,788	)		(2,754	)		(12,522	)		(27,549	)
Other income (expense)
Other income		27			-			27			-
Interest expense		(2,653	)		(2,624	)		(7,959	)		(11,004	)
Other interest costs		(2,125	)		(2,096	)		(6,375	)		(3,699	)
Gain on debt extinguishment		-			-			-			91,102
Total other income (expense)		(4,751	)		(4,720	)		(14,307	)		76,399
Net Income (Loss) before income taxes		(8,539	)		(7,474	)		(26,829	)		48,850
Provision for income taxes		-			-			-			-
Net Income (Loss)	$	(8,539	)	$	(7,474	)	$	(26,829	)	$	48,850
Income (Loss) per share:
Basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	0.05
Weighted average shares outstanding		1,002,134			1,002,134			1,002,134			1,002,134

The accompanying notes are an integral part of these consolidated financial statements.

 

4

SOLAR QUARTZ TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Month ended June 30,
	2017			2016
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net Income (loss)	$	(26,829	)	$	48,850
Adjustments to reconcile net income/(loss)
to net cash from operating activities:
Gain on debt extinguishment		-			(76,190	)
Change in operating assets and liabilities:
Other assets		966			(966	)
Accounts payable		11,560			(6,217	)
Accrued interest payable		7,959			(5,180	)
Accrued liabilities		6,374			4,923
Other liabilities		0			(183	)
Net cash from operating activities		31			(34,963	)
Cash flows from financing activities
Issuance of common stock		-			23
Issuance of short term note payable		-			35,000
Net cash from financing activities		-			35,023
Net change in cash and cash equivalents		31			60
Cash and cash equivalents
Beginning of period		35			5
End of period	$	66		$	65

The accompanying notes are an integral part of these consolidated financial statements.

5

SOLAR QUARTZ TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

These consolidated financial statements of Solar Quartz Technologies Corporation (Solar Quartz or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with Solar Quartz’s audited financial statements as of September 30, 2016.

Going Concern – The Company has incurred cumulative net losses since its inception and will require capital 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 to successfully resolve these factors raise substantial 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 in order 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 aforementioned uncertainties.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of June 30, 2017, Solar Quartz’s significant accounting policies were consistent with those discussed in the audited financial statements as of September 30, 2016.

Earnings (Loss) Per Share—Basic earnings (loss) 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 common shares. The calculation of diluted weighted-average shares outstanding for the three-month periods ended June 30, 2017 and 2016 excludes 5,374 and 62,974 shares, respectively, issuable pursuant to outstanding warrants, stock options and debt conversion features because their effect is anti-dilutive.

NOTE 3 – SUBSEQUENT EVENT

On July 1, 2017 the company acquired all of the shares of Solar Quartz Technologies Limited, a company incorporated in New Zealand (“SQTNZ”). These shares were purchased from Solar Quartz Technologies, Inc. (“SQTI”). The agreed value of that company’s assets is US$530 million. We subsequently changed our name from Vanguard Energy Corporation to Solar Quartz Technologies Corporation in Colorado and with FINRA, and have also been cleared by FINRA to use the new trading symbol SQTX. In July 2017 the Company issued 213,402,755 new shares of common stock to SQTI in exchange for 122 (100%) of the common shares of SQTNZ. The issuance of these shares was equivalent to 95% of the Company's shares issued, after we issue an additional 10,021,340 shares of common stock to those holders of our common stock immediately prior to the acquisition. The Company does not anticipate any further reorganization of its common stock. We are currently preparing filing all necessary reports to the SEC with audited financial statements to resume our status as fully reporting with the SEC, and subsequently apply to trade on the more senior OTCQX exchange or NASDAQ.

6

SOLAR QUARTZ TECHNOLOGIES CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SQTNZ is a corporation that has no prior business activity other than being the title owner of the exclusive mining and development rights for two High Purity Quartz (HPQ) Silica deposits known as Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. Together they contain deposits in excess of 15 million tons of 99% pure High Purity Quartz which is feedstock in high demand in the marketplace to be used in the production of High Purity Quartz Sand (HPQS) based on independent professional reports.

HPQS is an essential primary material for the manufacture of: Photo-Voltaic (PV) solar panels; Semiconductors; all High-end Electronic products; Fiber Optical cables; Halogen Lamps; HD and LCD television screens; and Epoxy Mounding Compounds (EMC).

NOTE 4 – CONVERTIBLE NOTES PAYABLE

At June 30, 2017, convertible notes totaling $70,747 remained outstanding together with accrued interest of $44,003.

NOTE 5 – INCOME TAXES

The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which they occur. The Company recorded no income tax expense for the nine-month period ended June 30, 2017 because the Company estimates it will record no income tax expense for the tax year ending September 30, 2017. The Company has a valuation allowance that fully offsets net deferred tax assets.

NOTE 6 – STOCKHOLDERS' EQUITY

Preferred Stock— In July 2017 the Company increased its authorized preferred stock from 5,000,000 to 10,000,000 shares authorized none issued or outstanding.

Common Stock—In July 2017 the Company increased its authorized common shares from an aggregate of 100,000,000 shares to an aggregate of 500,000,000 shares of common stock with $0.00001 par value.

Treasury Stock— There were 14,355 shares previously accounted for as treasury charged to income as a cancellation of treasury shares for the year ended September 30, 2015.

Common shares of 866,350 and 23,025 were issued in conjunction with the settlement of debt during the years ended September 30, 2016 and 2015, respectively, resulting in increases to common stock of $866 and $23, respectively and additional paid-in capital of $796,702 and $0, respectively.

NOTE 7 – STOCK-BASED COMPENSATION

On January 10, 2011, the Board of Directors approved a Non-Qualified Stock Option Plan (the "Plan") which authorizes the issuance of up to 1,500,000 shares of Company common stock to persons that exercise options granted pursuant to the Plan. The Company's employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided however, that bona fide services must be rendered by such consultants or advisors, and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. As of June 30, 2017, no options were outstanding.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Office Lease – The Company leases a virtual office lease in The Woodlands, Texas until June 30, 2019 at $197 per month.

* * * * *

7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

In July 2017 we acquired Solar Quartz Technologies Limited, a New Zealand corporation, as described in Note 3 to the Financial Statements above. We are now seeking new financings to meet development and general operating obligations and to justify a market for our stock. Absent achieving such a transaction in the near future, our viability is in doubt. As of September 30, 2017, the Company has not been successful in meeting this goal; however, work is underway to secure such financing and we believe that such financing of the Company is possible in the near future.

ITEM 4. CONTROLS AND PROCEDURES.

(a) We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“1934 Act”), is recorded, processed, summarized and reported within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is accumulated and communicated to our management, including our Chief Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of March 31, 2016, our Chief Executive and Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive and Financial Officer concluded that our disclosure controls and procedures were not effective.

Warren Dillard, our Chief Executive and Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of September 30, 2017 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework (1992). 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.

Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of September 30, 2016. Material weaknesses are inherent when we are unable to file current and periodic reports with the SEC as required by regulation. This limitation resulted from a general lack of financial support and resources in accounting and financial reporting systems to enable us to provide accurate reports on a timely basis

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.

Management is in the process of addressing the underlying causes for our weaknesses in internal control. We plan to raise both debt and equity capital in the near future and to use those resources to engage outside consultants to assist with the processing of date and drafting financial reports on a timely basis in future reporting periods.

8

PART II

ITEM 6. EXHIBITS

Exhibits

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

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

32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SOLAR QUARTZ TECHNOLOGIES CORPORATION
Date: January 17, 2018	By:	/s/ Warren M. Dillard
		Warren M. Dillard, Chief Executive, Financial and Principal Accounting Officer

10

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Warren M. Dillard, certify that;

1.	I have reviewed this quarterly report on Form 10-Q of Solar Quartz Technologies Corporation;
2.	Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 17, 2018	By:	/s/ Warren M. Dillard
		Warren M. Dillard,
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Warren M. Dillard, certify that;

1.	I have reviewed this quarterly report on Form 10-Q of Solar Quartz Technologies Corporation;
2.	Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 17, 2018	By:	/s/ Warren M. Dillard
		Warren M. Dillard,
		Chief Financial Officer

EX-32

EXHIBIT 32

In connection with the Quarterly Report of Solar Quartz Technologies Corporation (the “Company”) on Form 10-Q for the period ending JUNE 30, 2017 as filed with the Securities and Exchange Commission (the “Report”), Warren Dillard, the Chief Executive and Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects the financial condition and results of operations of the Company.

Date: January 17, 2018	By:	/s/ Warren M. Dillard
		Warren M. Dillard,
		Chief Executive and Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2017	Sep. 30, 2017
Document And Entity Information
Entity Registrant Name	SOLAR QUARTZ TECHNOLOGIES CORPORATION
Entity Central Index Key	0001497649
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		224,426,229
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2017	Sep. 30, 2016
Current assets
Cash and cash equivalents	$ 66	$ 35
Other receivables		966
Total current assets	66	1,001
Debt issuance costs
Total assets	66	1,001
Current liabilities
Accounts payable	62,772	51,212
Accrued interest payable	44,003	36,044
Accrued liabilities	23,885	17,511
Short term notes payable	85,000	85,000
Other liabilities	92	92
Current portion of notes payable, net of discount $- and $71,754	70,747	70,747
Total current liabilities	286,500	260,606
Stockholders' deficit
Preferred stock, $0.00001 par value; 5,000,000 shares authorized; none issued or outstanding
Common stock, $0.00001 par value; 100,000,000 and 50,000,000 shares authorized; 1,002,134 and 979,109 shares issued and outstanding	1,002	1,002
Additional paid-in capital	6,318,920	6,318,920
Accumulated deficit	(6,606,356)	(6,579,527)
Total stockholders' deficit	(286,434)	(259,605)
Total liabilities and stockholders' deficit	$ 66	$ 1,001

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2017	Sep. 30, 2016
Current liabilities
Current portion of notes payable, net of discount		$ 71,754
Stockholders' equity
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, authorized shares	5,000,000	5,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, authorized shares	100,000,000	50,000,000
Common stock, issued shares	1,002,134	979,109
Common stock, outstanding shares	1,002,134	979,109

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues
Sales
Costs and expenses
General and administrative	3,788	2,754	12,522	27,549
Total costs and expenses	3,788	2,754	12,522	27,549
Loss from operations	(3,788)	(2,754)	(12,522)	(27,549)
Other income (expense)
Other income	27		27
Interest expense	(2,653)	(2,624)	(7,959)	(11,004)
Other interest costs	(2,125)	(2,096)	(6,375)	(3,699)
Gain on debt extinguishment				91,102
Total other income (expense)	(4,751)	(4,720)	(14,307)	76,399
Net Income (Loss) before income taxes	(8,539)	(7,474)	(26,829)	48,850
Provision for income taxes
Net Income (Loss)	$ (8,539)	$ (7,474)	$ (26,829)	$ 48,850
Income (Loss) per share:
Basic and diluted	$ (0.01)	$ (0.02)	$ (0.03)	$ 0.05
Weighted average shares outstanding	1,002,134	1,002,134	1,002,134	1,002,134

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities
Net Income (loss)	$ (26,829)	$ 48,850
Adjustments to reconcile net income/(loss) to net cash from operating activities:
Gain on debt extinguishment		(91,102)
Change in operating assets and liabilities:
Other assets	966	(966)
Accounts payable	11,560	(6,217)
Accrued interest payable	7,959	(5,180)
Accrued liabilities	6,374	4,923
Other liabilities	0	(183)
Net cash from operating activities	31	(34,963)
Cash flows from financing activities
Issuance of common stock		23
Issuance of short term note payable		35,000
Net cash from financing activities		35,023
Net change in cash and cash equivalents	31	60
Cash and cash equivalents
Beginning of period	35	5
End of period	$ 66	$ 65

XML

BASIS OF PRESENTATION

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 1 – BASIS OF PRESENTATION

These consolidated financial statements of Solar Quartz Technologies Corporation (Solar Quartz or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations. These financial statements should be read along with Solar Quartz’s audited financial statements as of September 30, 2016.

Going Concern – The Company has incurred cumulative net losses since its inception and will require capital 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 to successfully resolve these factors raise substantial 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 in order 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 aforementioned uncertainties.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of June 30, 2017, Solar Quartz’s significant accounting policies were consistent with those discussed in the audited financial statements as of September 30, 2016.

Earnings (Loss) Per Share—Basic earnings (loss) 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 common shares. The calculation of diluted weighted-average shares outstanding for the three-month periods ended June 30, 2017 and 2016 excludes 5,374 and 62,974 shares, respectively, issuable pursuant to outstanding warrants, stock options and debt conversion features because their effect is anti-dilutive.

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SUBSEQUENT EVENT

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 3 – SUBSEQUENT EVENT

On July 1, 2017 the company acquired all of the shares of Solar Quartz Technologies Limited, a company incorporated in New Zealand (“SQTNZ”). These shares were purchased from Solar Quartz Technologies, Inc. (“SQTI”). The agreed value of that company’s assets is US$530 million. We subsequently changed our name from Vanguard Energy Corporation to Solar Quartz Technologies Corporation in Colorado and with FINRA, and have also been cleared by FINRA to use the new trading symbol SQTX. In July 2017 the Company issued 213,402,755 new shares of common stock to SQTI in exchange for 122 (100%) of the common shares of SQTNZ. The issuance of these shares was equivalent to 95% of the Company's shares issued, after we issue an additional 10,021,340 shares of common stock to those holders of our common stock immediately prior to the acquisition. The Company does not anticipate any further reorganization of its common stock. We are currently preparing filing all necessary reports to the SEC with audited financial statements to resume our status as fully reporting with the SEC, and subsequently apply to trade on the more senior OTCQX exchange or NASDAQ.

SQTNZ is a corporation that has no prior business activity other than being the title owner of the exclusive mining and development rights for two High Purity Quartz (HPQ) Silica deposits known as Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. Together they contain deposits in excess of 15 million tons of 99% pure High Purity Quartz which is feedstock in high demand in the marketplace to be used in the production of High Purity Quartz Sand (HPQS) based on independent professional reports.

HPQS is an essential primary material for the manufacture of: Photo-Voltaic (PV) solar panels; Semiconductors; all High-end Electronic products; Fiber Optical cables; Halogen Lamps; HD and LCD television screens; and Epoxy Mounding Compounds (EMC).

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CONVERTIBLE NOTES PAYABLE

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 4 – CONVERTIBLE NOTES PAYABLE

At June 30, 2017, convertible notes totaling $70,747 remained outstanding together with accrued interest of $44,003.

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INCOME TAXES

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 5 – INCOME TAXES

The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which they occur. The Company recorded no income tax expense for the nine-month period ended June 30, 2017 because the Company estimates it will record no income tax expense for the tax year ending September 30, 2017. The Company has a valuation allowance that fully offsets net deferred tax assets.

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STOCKHOLDERS' EQUITY

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 6 - STOCKHOLDERS' EQUITY

Preferred Stock— In July 2017 the Company increased its authorized preferred stock from 5,000,000 to 10,000,000 shares authorized none issued or outstanding.

Common Stock—In July 2017 the Company increased its authorized common shares from an aggregate of 100,000,000 shares to an aggregate of 500,000,000 shares of common stock with $0.00001 par value.

Treasury Stock— There were 14,355 shares previously accounted for as treasury charged to income as a cancellation of treasury shares for the year ended September 30, 2015.

Common shares of 866,350 and 23,025 were issued in conjunction with the settlement of debt during the years ended September 30, 2016 and 2015, respectively, resulting in increases to common stock of $866 and $23, respectively and additional paid-in capital of $796,702 and $0, respectively.

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STOCK-BASED COMPENSATION

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 7 - STOCK-BASED COMPENSATION

On January 10, 2011, the Board of Directors approved a Non-Qualified Stock Option Plan (the "Plan") which authorizes the issuance of up to 1,500,000 shares of Company common stock to persons that exercise options granted pursuant to the Plan. The Company's employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided however, that bona fide services must be rendered by such consultants or advisors, and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. As of June 30, 2017, no options were outstanding.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Office Lease – The Company leases a virtual office lease in The Woodlands, Texas until June 30, 2019 at $197 per month.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jun. 30, 2017

Summary Of Significant Accounting Policies Policies

Earnings (Loss) Per Share

Basic earnings (loss) 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 common shares. The calculation of diluted weighted-average shares outstanding for the three-month periods ended June 30, 2017 and 2016 excludes 5,374 and 62,974 shares, respectively, issuable pursuant to outstanding warrants, stock options and debt conversion features because their effect is anti-dilutive.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Details Narrative] - shares	3 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Warrants, stock options and debt conversion features [Member]
Anti-Dilutive securities excluded from the computation of earning per share, shares	5,374	62,974

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SUBSEQUENT EVENT (Details Narrative) - USD ($)

1 Months Ended

9 Months Ended

Jul. 31, 2017

Jun. 30, 2017

Jul. 01, 2017

Subsequent Event [Member]

Description for High Purity Quartz Silica deposits

Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. Together they contain deposits in excess of 15 million tons of 99% pure High Purity Quartz which is feedstock in high demand in the marketplace to be used in the production of High Purity Quartz Sand (HPQS) based on independent professional reports.

SQTNZ [Member] | Subsequent Event [Member]

Business acquisition acquired entity, total assets

$ 530,000,000

Ownership interest acquired

100.00%

Business acquisition, shares acquired from SQTI

122

SQTI [Member] | Subsequent Event [Member]

Business acquisition consideration transferred, shares issued

213,402,755

Business acquisition shares issued or issuable, percentage

95.00%

Additional common stock shares reserved for future issuance

10,021,340

Solar Quartz Technologies Limited [Member]

State of Incorporation

New Zealand

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CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Jun. 30, 2017	Sep. 30, 2016
Convertible debt	$ 70,747	$ 70,747
Accrued interest payable	44,003	$ 36,044
Convertible Notes Payable [Member]
Convertible debt	70,747
Accrued interest payable	$ 44,003

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STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jul. 31, 2017	Jun. 30, 2017
Preferred stock, authorized shares	5,000,000			5,000,000
Common stock, authorized shares	50,000,000			100,000,000
Common stock, par value	$ 0.00001			$ 0.00001
Treasury shares		14,355
Common Stock
Issuance of shares for debt settlement, Shares	866,350	23,025
Issuance of shares for debt settlement, Amount	$ 866	$ 23
Additional Paid-In Capital
Issuance of shares for debt settlement, Amount	$ 796,702	$ 0
Subsequent Event [Member]
Preferred stock, authorized shares			10,000,000
Common stock, authorized shares			500,000,000
Common stock, par value			$ 0.00001

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STOCK-BASED COMPENSATION (Details Narrative)	Jan. 10, 2011 shares
Non-Qualified Stock Option Plan [Member] | Maximum [Member]
Common stock shares issuable upon exercise of options	1,500,000

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - Woodlands, Texas [Member]	9 Months Ended
	Jun. 30, 2017 USD ($)
Office Lease periodic payments	$ 197
Frequency of periodic payments	Monthly
Lease description	The Company leases a virtual office lease in The Woodlands, Texas until June 30, 2019 at $197 per month.