NOTE 7 – STOCKHOLDERS’ EQUITY

63,734,209 new common shares were issued during the nine- month period ending June 30, 2026. The Company has a total of 5,778,367 shares that remain approved, reserved and outstanding and not yet issued by the Transfer Agent at June 30, 2026.

Pursuant to the terms of a consulting agreement, the Company granted 5,000,000 shares of common stock to Mr. Jason May as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 2,000,000 shares of common stock to Mr. Paul Saffron as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 2,500,000 shares of common stock to Mr. Russell Krause as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 1,000,000 shares of common stock to Ms. Kristi Steele as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 1,000,000 shares of common stock to Mr. David Hare as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 2,000,000 shares of common stock to Mr. Andrew Hamilton as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted a total of 20,000,000 shares of common stock to Ms. Kristine Woo as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 1,000,000 shares of common stock to Mr. Anthony Leigh as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 500,000 shares of common stock to Mr. Ilgar Isayev as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement, the Company granted 250,000 shares of common stock to Mr. Stephen Barnett as compensation for services rendered during the fiscal year ending September 30, 2026. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

As consideration for their fundraising activities and contributions to the Company, the Company granted 8,000,000 shares of common stock to Parallel 40 LLC as compensation for services rendered during the fiscal year ending September 30, 2026. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on May 30, 2025, the Company issued 80,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

On October 22, 2025, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 5,000,000 shares of common stock to the noteholder. The shares were valued at a fair value of $500, based on the market price of $0.0001 per share on the date of the loan agreement. These shares were issued in the third quarter of fiscal year 2026.

On October 22, 2025, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 5,000,000 shares of common stock to the noteholder. The shares were valued at a fair value of $500, based on the market price of $0.0001 per share on the date of the loan agreement. These shares were issued in the third quarter of fiscal year 2026.

On November 19, 2025, the Company entered into a debt conversion agreement with a related party, the Chief Operating Officer/USA, to settle outstanding obligations totaling $645,000. Pursuant to the terms of the agreement, the Company agreed to issue 43,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $460,100, based on the market price of $0.0107 per share on the date of the agreement. The carrying amount of the debt exceeded the fair value of the shares to be issued by $184,900; however, due to the related-party nature of the transaction, no gain or loss was recognized in the Company’s statement of operations. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance. Upon issuance of the shares, the difference between the carrying amount of the debt and the fair value of the shares will be recorded as an adjustment to additional paid-in capital.

On December 2, 2025, the Company entered into a loan extension and amendment agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 466,212 shares of common stock to the noteholder. The shares were valued at a fair value of $6,667, based on the market price of $0.0143 per share on the date of the loan agreement. These shares were issued in the third quarter of fiscal year 2026.

On December 2, 2025, the Company entered into a loan extension and amendment agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 608,233 shares of common stock to the noteholder. The shares were valued at a fair value of $8,698, based on the market price of $0.0143 per share on the date of the loan agreement. These shares were issued in the third quarter of fiscal year 2026.

On December 3, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $130,000. Pursuant to the terms of the agreement, the Company agreed to issue 12,380,952 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $172,095, based on the market price of $0.0139 per share on the date of the agreement. As a result, the Company recognized a loss on debt settlement of $42,095, representing the excess of the fair value of the shares to be issued over the carrying amount of the debt. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On December 3, 2025, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $4,200. Pursuant to the terms of the agreement, the Company agreed to issue 420,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $5,838, based on the market price of $0.0139 per share on the date of the agreement. As a result, the Company recognized a loss on debt settlement of $1,638, representing the excess of the fair value of the shares to be issued over the carrying amount of the debt. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On December 9, 2025, the Company entered into a debt conversion agreement with a related party, the Chief Operations Officer/Australia, to settle outstanding obligations totaling $110,000. Pursuant to the terms of the agreement, the Company agreed to issue 7,333,333 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $43,047, based on the market price of $0.0059 per share on the date of the agreement. The carrying amount of the debt exceeded the fair value of the shares to be issued by $66,953; however, due to the related-party nature of the transaction, no gain or loss was recognized in the Company’s statement of operations. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance. Upon issuance of the shares, the difference between the carrying amount of the debt and the fair value of the shares will be recorded as an adjustment to additional paid-in capital.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor, the Company issued 80,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

On December 29, 2025, the Company entered into a share purchase agreement with a shareholder to issue 10,000,000 shares of common stock for cash at a purchase price of $0.0067 per share. These shares were issued in the third quarter of fiscal year 2026.

On December 29, 2025, the Company entered into a share purchase agreement with a shareholder to issue 1,000,000 shares of common stock for cash at a purchase price of $0.0067 per share. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and certain investors on December 19, 2025, the Company agreed to issue 80,000 shares of its common stock to such investors. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to the terms of a consulting agreement executed on January 1, 2026, the Company granted 10,000,000 shares of common stock to Mr. Paul Saffron as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement executed on January 1, 2026, the Company granted 3,000,000 shares of common stock to Mr. Danny Kennedy as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement executed on January 1, 2026, the Company granted 1,000,000 shares of common stock to Mr. Victor Pereira as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Thompson Family Trust was awarded 2,000,000 shares as a performance bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Matthew Brown was awarded 1,000,000 shares as a performance bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Mark Anderson was awarded 1,000,000 shares as a performance bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On January 14, 2026, the Company filed Articles of Amendment to its Articles of Incorporation with the Colorado Secretary of State to increase the number of authorized shares of the Company’s common stock from 800,000,000 shares, par value $0.00001 per share, to 1,500,000,000 shares, par value $0.0001 per share. The amendment was approved by the Company’s Board of Directors and became effective upon filing with the Colorado Secretary of State

On January 31, 2026, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $1,020. Pursuant to the terms of the agreement, the Company agreed to issue 51,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $1,148, based on the market price of $0.0225 per share on the date of the agreement. As a result, the Company recognized a loss on debt settlement of $128, representing the excess of the fair value of the shares to be issued over the carrying amount of the debt. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a services agreement executed on February 1, 2026, the Company granted 2,400,000 shares of common stock to Mr. Arnold Sock. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On February 11, 2026, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $112,500. Pursuant to the terms of the agreement, the Company agreed to issue 7,500,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $6,000, based on the market price of $0.0008 per share on the date of the agreement. As a result, the Company recognized a gain on debt settlement of $106,500, representing the excess of the carrying amount of the debt over the fair value of the shares to be issued. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On February 25, 2026, 50,000,000 shares of common stock were returned from the holder and cancelled. No value was exchanged for these shares.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on February 27, 2026, the Company issued 200,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on March 8, 2026, the Company issued 40,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

On March 12, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Commercial Officer, to settle outstanding obligations totaling $65,000. Pursuant to the terms of the agreement, the Company agreed to issue 13,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $14,300, based on the market price of $0.0011 per share on the date of the agreement. The carrying amount of the debt exceeded the fair value of the shares to be issued by $50,700; however, due to the related-party nature of the transaction, no gain or loss was recognized in the Company’s statement of operations. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance. Upon issuance of the shares, the difference between the carrying amount of the debt and the fair value of the shares will be recorded as an adjustment to additional paid-in capital.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on March 17, 2026, the Company issued 320,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on March 25, 2026, the Company issued 40,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on March 26, 2026, the Company issued 440,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

As consideration for their fundraising activities and contributions to the Company, the Company granted 1,000,000 shares of common stock to Novus Capital Nominees Pty Ltd as compensation for services rendered during the fiscal year ending September 30, 2026. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to the terms of a consulting agreement executed on April 1, 2026, the Company granted 3,000,000 shares of common stock to Mr. David Halstead as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On April 6, 2026, the Company entered into a share purchase agreement with a shareholder to issue 20,000,000 shares of common stock for cash at a purchase price of $0.0069 per share. These shares were issued in the third quarter of fiscal year 2026.

On April 14, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Commercial Officer, to settle outstanding obligations totaling $50,000. Pursuant to the terms of the agreement, the Company agreed to issue 10,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $51,000, based on the market price of $0.0051 per share on the date of the agreement. The fair value of the shares exceeded the carrying amount of the debt by $1,000. This excess was recognized as stock-based compensation expense to a related party, as the shares issued represented additional compensation to the Chief Commercial Officer beyond settlement of the outstanding obligation. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to the terms of a consulting agreement executed on April 15, 2026, the Company granted 3,000,000 shares of common stock to Ms. Theresa Jester as a sign-on bonus. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On May 6, 2026, the Company entered into a share purchase agreement with a shareholder to issue 10,000,000 shares of common stock for cash at a purchase price of $0.0072 per share. These shares were issued in the third quarter of fiscal year 2026.

On May 11, 2026, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 2,000,000 shares of common stock to the noteholder. The shares were valued at a fair value of $100,200, based on the market price of $0.0501 per share on the date of the loan agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On May 11, 2026, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 500,000 shares of common stock to the noteholder. The shares were valued at a fair value of $25,050, based on the market price of $0.0501 per share on the date of the loan agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On May 11, 2026, the Company entered into a convertible loan agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 500,000 shares of common stock to the noteholder. The shares were valued at a fair value of $25,050, based on the market price of $0.0501 per share on the date of the loan agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On June 2, 2026, the Company entered into a loan extension and amendment agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 243,673 shares of common stock to the noteholder. The shares were valued at a fair value of $23,149, based on the market price of $0.0950 per share on the date of the loan agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On June 2, 2026, the Company entered into a loan extension and amendment agreement with an investor. Pursuant to the terms of the agreement, the Company agreed to issue 317,902 shares of common stock to the noteholder. The shares were valued at a fair value of $30,201, based on the market price of $0.0950 per share on the date of the loan agreement. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on June 2, 2026, the Company issued 40,320 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

On June 14, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Executive Officer, to settle outstanding obligations totaling $100,000. Pursuant to the terms of the agreement, the Company agreed to issue 10,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $800,000, based on the market price of $0.08 per share on the date of the agreement. The fair value of the shares exceeded the carrying amount of the debt by $700,000. This excess was recognized as stock-based compensation expense to a related party, as the shares issued represented additional compensation to the Chief Executive Officer beyond settlement of the outstanding obligation. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On June 14, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Commercial Officer, to settle outstanding obligations totaling $50,000. Pursuant to the terms of the agreement, the Company agreed to issue 5,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $400,000, based on the market price of $0.08 per share on the date of the agreement. The fair value of the shares exceeded the carrying amount of the debt by $350,000. This excess was recognized as stock-based compensation expense to a related party, as the shares issued represented additional compensation to the Chief Commercial Officer beyond settlement of the outstanding obligation. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On June 14, 2026, the Company entered into a debt conversion agreement with a related party, the Chief Operating Officer/USA, to settle outstanding obligations totaling $210,000. Pursuant to the terms of the agreement, the Company agreed to issue 21,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $1,680,000, based on the market price of $0.08 per share on the date of the agreement. The fair value of the shares exceeded the carrying amount of the debt by $1,470,000. This excess was recognized as stock-based compensation expense to a related party, as the shares issued represented additional compensation to the Chief Operating Officer/USA beyond settlement of the outstanding obligation. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On June 14, 2026, the Company entered into a debt conversion agreement with a related party, the Interim Chief Financial Officer, to settle outstanding obligations totaling $300,000. Pursuant to the terms of the agreement, the Company agreed to issue 30,000,000 shares of common stock to the related party in full satisfaction of the debt. The shares were valued at a fair value of $2,400,000, based on the market price of $0.08 per share on the date of the agreement. The fair value of the shares exceeded the carrying amount of the debt by $2,100,000. This excess was recognized as stock-based compensation expense to a related party, as the shares issued represented additional compensation to the Interim Chief Financial Officer beyond settlement of the outstanding obligation. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

On June 14, 2026, the Company entered into a debt conversion agreement with a consultant to settle outstanding obligations totaling $100,000. Pursuant to the terms of the agreement, the Company agreed to issue 10,000,000 shares of common stock to the consultant in full satisfaction of the debt. The shares were valued at a fair value of $920,000, based on the market price of $0.092 per share on the date of the agreement. The fair value of the shares exceeded the carrying amount of the debt by $820,000. This excess was recognized as a gain(loss) debt extinguishment expense. As of this filing date, these shares were recorded as stock payable within the shareholders’ equity, pending issuance.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on June 17, 2026, the Company agreed to issue 20,000 shares of its common stock to such investor. As of this filing date, the shares have been approved but remain unissued.

Pursuant to the terms of a consulting agreement, the Company granted 500,000 shares of common stock to Mr. Stuart Allen as compensation for services rendered during the fiscal year ending September 30, 2025. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on September 3, 2025, the Company issued 200,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

Pursuant to a Share Purchase Agreement entered into between the Company’s subsidiary, The Quartz & Silicon Materials Company Pty Ltd., and an investor on September 3, 2025, the Company issued 200,000 shares of its common stock to such investor. These shares were issued in the third quarter of fiscal year 2026.

On September 30, 2025, the Company entered into a debt conversion agreement with an investor to settle outstanding obligations totaling $51,944. Pursuant to the terms of the agreement, the Company agreed to issue 519,444 shares of common stock to the investor in full satisfaction of the debt. The shares were valued at a fair value of $208, based on the market price of $0.0004 per share on the date of the agreement. These shares were issued in the third quarter of fiscal year 2026.

Non-Controlling Interest

Wafer Manufacturing Corporation (“WMC”) is a consolidated joint venture in which the Company holds a 75% ownership interest. The remaining 25% is owned by a non-controlling interest. As a majority owner, the Company consolidates WMC’s financial results in its consolidated financial statements.

During the nine-month period ended June 30, 2026, the Company recorded a gain of $171 attributable to the non-controlling interest in WMC, representing the portion of WMC’s net loss allocable to the minority ownership.

Ausquartz Sands Pty Ltd (“AQS”) is a consolidated joint venture held through Ausquartz Group Holdings Pty Ltd (“AGH”), an indirect subsidiary of the Company held through QSM/US, which owns a 74% interest in AQS. The remaining 26% is owned by a non-controlling interest. As a majority owner, the Company consolidates Ausquartz Sands’ financial results in its consolidated financial statements.

During the nine-month period ended June 30, 2026, the Company recorded a gain of $76,958 attributable to the non-controlling interest in Ausquartz Sands, representing the portion of Ausquartz Sands’ net loss allocable to the minority ownership.

During the nine-month period ended June 30, 2026, the Company sold additional shares of its subsidiary, The Quartz & Silicon Materials Company Pty Ltd. (“QSM/AU”), resulting in third-party investors holding a total of 1.4% of the subsidiary’s outstanding equity and an increase in non-controlling interest. In connection with the transaction, $456 was recorded as non-controlling interest within stockholders’ equity, representing the ownership interest attributable to the minority shareholders.