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

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, 2018, 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, as described in Note 1 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 March 31, 2019, 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.

Current Business and Operations

With the acquisition of Solar Quartz Technologies Limited we now own mining exploration and development rights to significant deposits of High Purity Quartz. The reserves are adequate to provide the Company with adequate resources for 25-30 years of production.

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We are currently actively seeking interim working capital in order to complete mining plans and build a pre-processing plant in Townsville, North Queensland, Australia, build upon our already significant management team and market HPQ and HPQS to established markets with whom our management team have had prior relationships. These organizational efforts will also include securing significant new capital for the acquisition of a site and the building of the pre-processing plant. Upon completion, that plant will enable the Company to upgrade its newly mined HPQS to a higher level of purity (HPQS) that has a significant world-wide demand for use in the production of advanced PV solar Panels and all high-end electronics, lighting, telecom, optic and microelectronics. Failure to secure these financings will have a negative impact on the Company’s ability to continue as a going concern.

Results of Operations

For the fiscal quarters ended March 31, 2019 and March 31, 2018 we generated no revenues, and thus no cost of sales or gross profits.

For the fiscal quarters ended March 31, 2019 and March 31, 2018, we incurred $197,588 and $1,439,606 respectively in operating expenses. The operating expense increases are due to accounting, audit, legal and consulting services and in 2018 to the acquisition of Solar Quartz Technologies Limited, which had much more administrative activity in that current fiscal year, primarily in the form of professional services and other general and administrative expenses. These expenses were especially high in the fiscal year 2018 due to the one-time issuance of common shares to members of management, the board of directors and advisors for services over the past 6 months of FY 2018, representing fair value totaling $1,286,256.

For the fiscal quarter ended March 31, 2019 we recorded other expenses of $41,347 consisting of interest expenses while in March 31, 2018 we incurred expenses of $4,778. This was all accrued interest on the loan payable.

For the six months ending March 31, 2019, we reported net loss before taxes of $509,616 while in the six months ended March 31, 2018, we reported a net loss before taxes of $1,698,597. 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 fiscal periods ended September 30, 2018 and March 31, 2019, our cash positions were $6,704 and $16,802 respectively; on September 30, 2018 our cash was attributable to sale of shares and to a loan to the company from Power Up Lending in the amount of $63,000. On March 31, 2019 our cash on hand remained from the sale of shares in the first quarter ending December 2018.

As of March 31, 2019, we had total current liabilities of $940,715 while as of September 30, 2018, we had total current liabilities of $901,765, an increase of about 4.4%. Accrued interest payable increased from $91,629 to $105,156 all attributable to accruals on convertible notes payable.

Liquidity and Capital Resources

As of March 31, 2019, we had $26,799 in total current assets and $940,715 in total current liabilities. Accordingly, we had a working capital deficit of $913,916.

Operating activities used $354,891 in cash for the 6 months ended March 31, 2019, as compared with $217,495 for the six months ended March 31, 2018. Our increase in cash used in operating activities was due to increased professional and management consulting service needed in the management of the Company. The increases were attributable to the operating loss of $1,698,597 for the six months ended March 31, 2018 as compared to the operating loss of $509,616 in the fiscal six months ended March 31, 2019.

Cash from financing activities in the 6 months ended March 31, 2019, included increases additional paid-in capital of $376,899. In the six-month period ended March 31, 2018 cash from the issuance of stock of $160,803 plus an increase in amounts due to affiliates of $44,712 contributed to most of the financing activity.

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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.