NOTE 5 – NOTES PAYABLE

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

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.

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

During the 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.

During the 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.

During the 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.

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.

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

During 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.