UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q





[X] QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended December 31, 2009





[  
      ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT





Commission
file number: 333-146533





HAGUE
CORP.


(Exact name of small business issuer
as specified in its charter)




Nevada
            20-8195578
            20-8195578(State or other jurisdiction
      of incorporation)
            (IRS Employer Identification
      No.)
            (IRS
      Employer Identification No.)







7700
S. River Parkway


Tempe,
AZ 85284


(Address
of principal executive offices)





214-701-8779


(Registrant's
telephone number)





Check
whether the registrant (1) has 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
[   ]





Indicate
by checkmark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months
(or such shorter period that the registrant was required to submit and post such
file). Yes [   ]      No
[    ]





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




Transitional
      Small Business Disclosure Format (Check one): Yes
      [  ]   No
[X]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated
filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check
one):





Large
      Accelerated Filer [ ]
            Accelerated
      Filer         [
    ]Accelerated
      Filer       [
      ]
            Smaller
      Reporting Company [X]





As of
February 19, 2010, the issuer had 77,542,963 shares of common stock, $0.001 par
value per share outstanding ("Common Stock").

















INDEX








PART
      1 – FINANCIAL INFORMATION
            PageItem
      1.  Financial Statements
            3Consolidated
      balance sheets as of December 31, 2009 (unaudited) and June 30,
      2009
            3Consolidated
      statements of operations, for the three months and six months ended
      December 31, 2009 and December 31, 2008 and for the period from inception
      (May 19, 2008) through December 31, 2009 (unaudited)
            4Consolidated
      statements of cash flows for the six months ended December 31, 2009 and
      December 31, 2008 and for the period from inception (May 19, 2008) through
      December 31, 2009 (unaudited)
            5Notes
      to consolidated financial statements (unaudited)
            6Item
      2.  Management’s Plan of Operation.
            13Item
      3. Quantitative and Qualitative Disclosures and
      Market Risk
            18Item
      4.  Controls and Procedures
            19PART
      2 – OTHER INFORMATION
            20Item
      1.  Legal Proceedings
            20Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            21Item
      3.  Defaults upon Senior Securities
            22Item
      4.  Submission of Matters to a Vote of Security
      Holders
            22Item
      5.  Other Information
            22Item
      6.  Exhibits
            22Signatures
            24

















2










FINANCIAL
INFORMATION




Item
1. Financial Statements









Hague
Corp. (A
Development Stage Company)
 
 CONSOLIDATED
BALANCE SHEETS


December
      31
                
                
                June
      302009
                
                
                2009(Unaudited)ASSETSCurrentCurrent
      assets
                
                $
                -
                
                
                $
                -Total
      current assets
                
                
                -
                
                
                
                -Licenses
                
                
                40,000
                
                
                
                40,000Furniture
      and equipment, net of amortization
                
                
                10,213
                
                
                
                16,520Deferred
      financing cost, net
                
                
                193,667
                
                
                
                246,167Total
      other assets
                
                
                243,880
                
                
                
                302,687Total
      assets
                
                $
                243,880
                
                
                $
                302,687LIABILITIES
      AND STOCKHOLDER'S DEFICITCurrent
      liabilitiesBank
      indebtedness
                
                $
                -
                
                
                $
                1,377Accounts
      payable and accrued Liabilities
                
                
                723,058
                
                
                
                349,110Accrued
      liabilities - related party
                
                
                518,286
                
                
                
                162,687Fair
      value of embedded conversion feature
                
                
                467,315
                
                
                
                -Convertible
      debenture, net of discount
                
                
                183,175
                
                
                
                -Total
      current liabilities
                
                
                1,891,834
                
                
                
                513,174Convertible
      debenture, net of discount
                
                
                -
                
                
                
                540,726Total
      liabilities
                
                
                1,891,834
                
                
                
                1,053,900Commitments
      and ContingenciesStockholder's
      deficitCommon
      stock, $0.001 par value,Authorized,
      100,000,000 sharesIssued
      and outstanding 77,042,963 and 69,881,493 as ofDecember
      31, 2009 and June 30, 2009, respectively
                
                
                77,043
                
                
                
                69,881Additional
      paid-in capital
                
                
                2,338,550
                
                
                
                1,203,091Deficit
      accumulated during the development stage
                
                
                (4,063,547
                )
                
                
                (2,024,185
                )Total
      stockholders' deficit
                
                
                (1,647,954
                )
                
                
                (751,213
                )Total
      liabilities and stockholders' deficit
                
                $
                243,880
                
                
                $
                302,687The
      accompanying notes are an integral part of these consolidated financial
      statements.







3





Hague
Corp. (A Development Stage Company) CONSOLIDATED
STATEMENTS OF OPERATIONS For the three months and the six months ending
December 31, 2009, and December 31, 2008 and
May 19, 2008 (inception) through December 31,
2009
 (Unaudited)
  
   Three
      months
                
                
                Three
      months
                
                
                Six
      months
                
                
                Six
      months
                
                
                Inceptionended
                
                
                ended
                
                
                ended
                
                
                ended
                
                
                throughDecember
      31
                
                
                December
      31
                
                
                December
      31
                
                
                December
      31
                
                
                December
      312009
                
                
                2008
                
                
                2009
                
                
                2008
                
                
                2009Operating
      expenses:General
      and administrative
                
                $
                886,556
                
                
                $
                623,295
                
                
                $
                1,084,004
                
                
                $
                698,757
                
                
                $
                2,318,237Research
      and development
                
                
                155,000
                
                
                
                -
                
                
                
                340,473
                
                
                
                -
                
                
                
                751,893Total
      operating expenses
                
                
                1,041,556
                
                
                
                623,295
                
                
                
                1,424,477
                
                
                
                698,757
                
                
                
                3,070,130Loss
      from operations
                
                
                (1,041,556
                )
                
                
                (623,295
                )
                
                
                (1,424,477
                )
                
                
                (698,757
                )
                
                
                (3,070,130
                )Other
      expenses:Amortization
      of convertible debenture discount
                
                
                49,457
                
                
                
                59,931
                
                
                
                88,820
                
                
                
                59,931
                
                
                
                217,323Amortization
      of deferred finance cost
                
                
                26,250
                
                
                
                16,333
                
                
                
                52,500
                
                
                
                16,333
                
                
                
                121,333Change
      in fair value of embeded conversion feature
                
                
                (108,086
                )
                
                
                -
                
                
                
                (28,597
                )
                
                
                -
                
                
                
                (89,044
                )Interest
      expense
                
                
                97,290
                
                
                
                18,333
                
                
                
                127,290
                
                
                
                18,333
                
                
                
                206,290Stock
      option compensation
                
                
                357,602
                
                
                
                -
                
                
                
                357,602
                
                
                
                -
                
                
                
                357,602Warrant
      expense
                
                
                179,913
                
                
                
                -
                
                
                
                179,913
                
                
                
                -
                
                
                
                179,913Total
      other expenses
                
                
                (602,426
                )
                
                
                (94,597
                )
                
                
                (777,528
                )
                
                
                (94,597
                )
                
                
                (993,417
                )Net
      loss
                
                $
                (1,643,982
                )
                
                $
                (717,892
                )
                
                $
                (2,202,005
                )
                
                $
                (793,354
                )
                
                $
                (4,063,547
                )Basic
      and diluted loss per common share
                
                $
                (0.02
                )
                
                $
                (0.01
                )
                
                $
                (0.03
                )
                
                $
                (0.02
                )Weighted
      average number of commonshares outstanding
                
                
                73,929,317
                
                
                
                58,369,565
                
                
                
                71,905,405
                
                
                
                49,301,630The
      accompanying notes are an integral part of these consolidated financial
      statements.









4







Hague
Corp.
 (A Development Stage
Company)
 For the six months ending December 31, 2009, and
December 31, 2008
 and
May 19, 2008 (inception) through December 31, 2009
 (Unaudited)
 
  Six
      months
                
                
                Six
      months
                
                
                Inceptionended
                
                
                ended
                
                
                throughDecember
      31
                
                
                December
      31
                
                
                December
      312009
                
                
                2008
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss for the period
                
                $
                (2,202,005
                )
                
                $
                (793,354
                )
                
                $
                (4,063,547
                )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Stock
      issued for services
                
                
                660,000
                
                
                
                -
                
                
                
                663,700Stock
      issued for debenture interest
                
                
                157,290
                
                
                
                -
                
                
                
                157,290Depreciation
      of furniture and office equipment
                
                
                2,460
                
                
                
                407
                
                
                
                5,322Amortization
      of convertible debenture discount
                
                
                88,820
                
                
                
                59,931
                
                
                
                217,323Amortization
      of deferred finance cost
                
                
                52,500
                
                
                
                16,333
                
                
                
                121,333Stock
      compensation
                
                
                357,602
                
                
                
                
                
                
                
                357,602Warrant
      expense
                
                
                179,913
                
                
                
                
                
                
                
                179,913Change
      in fair value of warrants and embededconversion
      feature
                
                
                (28,597
                )
                
                
                -
                
                
                
                (89,044
                )Net
      change in:Bank
      indebtedness
                
                
                (1,377
                )
                
                
                -
                
                
                
                (1,377
                )Prepaids
                
                
                -
                
                
                
                (119,022
                )
                
                
                -Accounts
      payable and accrued liabilities
                
                
                373,947
                
                
                
                45,959
                
                
                
                761,233Accrued
      liabilities - related party
                
                
                239,812
                
                
                
                2,140
                
                
                
                402,499Cash
      flows used in operating activities
                
                
                (119,635
                )
                
                
                (787,606
                )
                
                
                (1,287,753
                )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of license
                
                
                -
                
                
                
                (40,000
                )
                
                
                (40,000
                )Proceeds
      from related party advances
                
                
                115,787
                
                
                
                -
                
                
                
                115,787Proceeds
      from disposal of furniture and equipment
                
                
                3,848
                
                
                
                -
                
                
                
                3,848Purchase
      of furniture & equipment
                
                
                -
                
                
                
                (13,132
                )
                
                
                (19,382
                )Cash
      flows used in investing activities
                
                
                119,635
                
                
                
                (53,132
                )
                
                
                60,253CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
                
                
                -
                
                
                
                42,500
                
                
                
                42,500Proceeds
      from convertible debenture issued
                
                
                -
                
                
                
                1,500,000
                
                
                
                1,500,000Payment
      of deferred finance cost
                
                
                -
                
                
                
                (315,000
                )
                
                
                (315,000
                )Cash
      flows from financing activities
                
                
                -
                
                
                
                1,227,500
                
                
                
                1,227,500NET
      INCREASE IN CASH
                
                
                -
                
                
                
                386,762
                
                
                
                -Cash,
      beginning of the period
                
                
                -
                
                
                
                -
                
                
                
                -Cash,
      end of the period
                
                $
                -
                
                
                $
                386,762
                
                
                $
                -Supplemental
      disclosure with respect to cash flows:Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non
      cash transactionCommon
      stock issued for debenture interest
                
                $
                -
                
                
                $
                -
                
                
                $
                39,000Issuance
      of common stock in connectionwith
      recapitalization
                
                $
                -
                
                
                $
                -
                
                
                $
                2,202Cumulative
      effect of change in accountingprinciple
      on convertible notes
                
                $
                467,315
                
                
                $
                -
                
                
                $
                467,315The
      accompanying notes are an integral part of these consolidated financial
      statements.











5





HAGUE
CORP.


(A
Development Stage Company)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2009


(Unaudited)





Note 1.
Basis of
Presentation





The
accompanying unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the Securities and Exchange Commission
for interim financial statements. Accordingly, our interim statements do not
include all of the information and disclosures required for our annual financial
statements. In the opinion of our management, the consolidated financial
statements contain all adjustments, consisting only of normal recurring
adjustments, considered necessary for a fair presentation of these interim
results. These consolidated financial statements should be read in conjunction
with our consolidated financial statements and notes included in our Annual
Report on Form 10-K for the year ended June 30, 2009. The results for the
six months and three months ended December 31, 2009 are not necessarily
indicative of the results that may be expected for the full year ending
June 30, 2010.





In May
2009, the Financial Accounting Standards Board (“FASB”) issued accounting
guidance, effective for financial statements issued for interim and annual
periods ending after June 15, 2009, which requires us to disclose the date
through which we have evaluated subsequent events and whether the date
corresponds with the release of our financial statements.  We have
evaluated subsequent events through February 19, 2010, the date the financial
statements were available to be issued.





Hagueis a start-up solar
technology and quantum dot manufacturing firm which was founded by Stephen
Squires. Mr. Squires perceives an opportunity to acquire a significant amount of
both quantum dot and solar photovoltaic market share by commercializing a
low cost quantum dot processing technology and a low cost quantum dot based
third generation photovoltaic technology/solar cell, pursuant to an exclusive
license agreement with William Marsh Rice University (“Rice University” or
“Rice”).  Our objective is to become the first bulk manufacture of
high quality tetrapod quantum dots and the first solar cell manufacturer to be
able to offer a solar electricity solution that competes on a non-subsidized
basis with the price of retail electricity in key markets in North America,
Europe, the Middle East and Asia.





Recently
Adopted Accounting Standards





Effective
July 1, 2009, we adopted the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 105-10, “Generally Accepted Accounting
Principles.” ASC 105-10 establishes the FASB Accounting Standards CodificationTM
(“Codification”) as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with GAAP for SEC registrants. All guidance
contained in the Codification carries an equal level of authority. The
Codification supersedes all existing non-SEC accounting and reporting standards.
The FASB will now issue new standards in the form of Accounting Standards
Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own
right. ASUs will serve only to update the Codification, provide background
information about the guidance and provide the bases for conclusions on the
changes in the Codification. References made to FASB guidance have been updated
for the Codification throughout this document.





In
June 2008, the FASB issued EITF 07-05, “Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity’s Own Stock”, which was codified
into ASC Topic 815-40-15 effective for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. This
topic addresses the determination of whether an instrument (or an embedded
feature) is indexed to an entity’s own stock. If an instrument (or an embedded
feature) that has the characteristics of a derivative instrument under the
relative paragraphs of Statement 133 is indexed to an entity’s own stock, it is
still necessary to evaluate whether it is classified in stockholders’ equity (or
would be classified in stockholders’ equity if it were a freestanding
instrument). The guidance in this topic shall be applied to outstanding
instruments as of the beginning of the fiscal year in which this Issue is
initially applied. The cumulative effect of the change in accounting principle
shall be recognized as an adjustment to the opening balance of retained earnings
(or other appropriate components of equity or net assets in the statement of
financial position) for that fiscal year, presented separately. However, in
circumstances in which a previously bifurcated embedded conversion option in a
convertible debt instrument no longer meets the bifurcation criteria in
Statement 133 at initial application of this topic, the carrying amount of the
liability for the conversion option (that is, its fair value on the date of
adoption) shall be reclassified to shareholders’ equity. Any debt discount that
was recognized when the conversion option was initially bifurcated from the
convertible debt instrument shall continue to be amortized. The adoption of ASC
815-40-15 effected our consolidated financial position and results of operations
as disclosed in Note 5.







6






Note 2.
Nature and Continuance
of Operations





These
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern, which
assumes that the Company will be able to meet its obligations and continue its
operations for its next fiscal year.  Realization values may be
substantially different from carrying values as shown and these financial
statements do not give effect to adjustments that would be necessary to the
carrying value and classification of assets and liabilities should the Company
be unable to continue as a going concern.  At December 31, 2009, the
Company had not yet achieved profitable operations, has accumulated losses of
$4,063,547 since its inception, at December 31, 2009, has a working capital
deficit of $1,891,834 and zero current assets.  The Company needs
substantial and immediate financing to sustain operations and to meet its
obligations over the next twelve months, as it expects to incur further losses
in the development of its business, all of which raises substantial doubt about
the Company’s ability to continue as a going concern.  The Company’s
ability to continue as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business
operations when they come due.  The Company is exploring all avenues
of financing at this time and can provide no assurances that such financing will
be obtained on terms satisfactory to the Company, if at all.





Note 3.
Related party
transactions





During
the six months ended December 31, 2009, the Company accrued $60,000 which was
expensed but not paid for services to the CEO / major
shareholder.   During the six months ended December 31, 2009 the
Company recorded $5,412 of rent expense for the use of executive office space in
the home of the CEO / major shareholder.





Included
in accrued liabilities – related party of $518,286 is $191,750 due to a director
of the Company for $30,892 of expenses paid by officers on behalf of the
Company, $115,787 of cash advances paid to the Company and unpaid wages of
$90,000.  The remainder of the accrued liabilities – related party of
$326,536 consists of unpaid wages, $312,500, and unpaid expenses, $14,036, to
officers and other related parties of the Company.  At June 30, 2009
there was $40,368 due the director of the Company and $122,319 due the officers
of the Company.





See
"Subsequent Events" under "Note 10" for additional Related Party
Transactions.





Note 4.
Convertible
debentures





On
November 4, 2008, Hague Corp entered into a Securities Purchase Agreement,
Debenture, Security Agreement, Subsidiary Guarantee Agreement, Registration
Rights Agreement, Escrow Agreement, Stock Pledge Agreement and other related
transactional documents (the “Transaction Documents”) to obtain $1,500,000 in
gross proceeds from three non-affiliated parties (collectively hereinafter
referred to as the “Lenders”) in exchange for 3,525,000 restricted shares of
Common Stock of Hague Corp (the “Restricted Shares”) and Debentures in the
principal amount aggregating $1,500,000. Each Debenture has a term of three
years maturing on November 4, 2011 bearing interest at the rate of 8% per annum
and is prepayable by Hague Corp at anytime without penalty, subject to the
Debenture holders’ conversion rights.  In recognition of the 3,525,000
shares issued, the Company recorded a discount of $1,155,826.  The
discount is made up of two components, $577,913 related to the discount for the
relative fair value of the shares issued and $577,913 related to a beneficial
conversion feature. The discount will be amortized over the 3 year life of the
debenture and recorded as interest expense.Each Debenture is
convertible at the option of each Lender into Hague Corp’s Common Stock (the
“Debenture Shares”, which together with the Restricted Shares shall collectively
be referred to as the “Securities”) at a conversion price of $.2667 per share
(the “Conversion Price”). The Registration Rights Agreement requires Hague Corp
to register the resale of the Securities within certain time limits and to be
subject to certain penalties in the event Hague Corp fails to timely file the
Registration Statement, fails to obtain an effective Registration Statement or,
once effective, to maintain an effective Registration Statement until the
Securities are saleable pursuant to Rule 144 without volume restriction or other
limitations on sale.  The Debentures are secured by the assets of
Hague Corp and are guaranteed by Solterra as Hague Corp’s subsidiary. In the
event the Debentures are converted in their entirety, Hague Corp would be
required to issue an aggregate of 5,624,297 shares of Hague Corp’s Common Stock,
subject to anti-dilution protection for stock splits, stock dividends,
combinations, reclassifications and sale of Hague Corp’s Common Stock a price
below the Conversion Price.  Certain changes of control or fundamental
transactions such as a merger or consolidation with another company could cause
an event of default under the Transaction Documents.  We also entered
into a 120-day Standstill Agreement with the Debenture Holders effective June 1,
2009 which was amended to expire at the close of business on December 1,
2009.  The Standstill Agreement provided for the resignation of a
director, the transfer of Solterra’s License Agreement with Rice to Hague and
for Solterra to obtain from Hague a worldwide exclusive license to purchase
quantum dots for solar purposes and to grant sublicenses. To date, the Company
has not obtained the consent of Rice to accomplish these objectives. The
Standstill Agreement had put a moratorium on the rights of Debenture Holders,
subject to certain conditions set forth in the Standstill
Agreement.  Since the Standstill Agreement was not extended, the
Company may be deemed to have failed to file a Registration Statement with the
SEC and to timely obtain an effective date as required by the Transaction
Documents, thereby causing an event of default to exist.  As of the
filing date of this Form 10-Q, the Debenture Holders have taken no action under
the Transaction Documents to accelerate the payment date under the Debentures or
any other rights or remedies that they may have thereunder.







7






The
deferred financing costs related to the issuance of the debenture are recorded
as deferred charges and are being amortized over 36 months using the effective
interest method.  During the six months ended December 31, 2009,
amortization expense of $52,500 was recorded.





The
Transaction Documents include a Stock Pledge Agreement pursuant to which Stephen
Squires has pledged 20,000,000 shares of our Common Stock to the Debenture
holders (the “Holders”) until such time as the Debentures are paid in their
entirety.





Standstill
Agreement





On June
1, 2009, the Company and its Debenture Holders entered into a Standstill
Agreement which provided for a 120-day standstill period pursuant to which the
Debenture Holders would not exercise their rights under the Debentures, security
agreements, guarantee, pledge agreement and other related “Transaction
Documents.”  In October 2009 by separate agreement, the Standstill
Period was extended by the Debenture Holders through the close of business on
December 1, 2009 and it expired on that date.  On November 12, 2009,
Dr. Horton resigned from the Board of Directors in accordance with the
Standstill Agreement.





Note
5. Derivatives and
Fair Value





The
Company has evaluated the application of ASC 815 to the Convertible Note issued
November 4, 2008.  Based on the guidance in ASC 815, the Company
concluded these instruments were required to be accounted for as derivatives as
of July 1, 2009 due to the down round protection feature on the conversion price
and the exercise price.  The Company records the fair value of these
derivatives on its balance sheet at fair value with changes in the values of
these derivatives reflected in the statements of operations as “Gain (loss) on
derivative liabilities.”  These derivative instruments are not
designated as hedging instruments under ASC 815 and are disclosed on the balance
sheet under Derivative Liabilities.





ASC
825-10 defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 825-10 also establishes a fair
value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
ASC 825-10 describes three levels of inputs that may be used to measure fair
value: Level 1  – Quoted prices in active markets for identical
assets or liabilities;Level 2 –
Observable inputs other than Level 1 prices, such as quoted prices for
similar assets or liabilities; or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the
assets or liabilities; andLevel 3 –
Unobservable inputs that are supported by little or no market activity and that
are financial instruments whose values are determined using pricing models,
discounted cash flow methodologies, or similar techniques, as well as
instruments for which the determination of fair value requires significant
judgment or estimation. The Company’s Level 3 liabilities consist of the
derivative liabilities associated with the November 4, 2008 note.  At
September 30, 2009, all of the Company’s derivative liabilities were
categorized as Level 3 fair value assets. If the inputs used to measure the
financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.







8




Level 3
Valuation Techniques





Financial
assets are considered Level 3 when their fair values are determined using
pricing models, discounted cash flow methodologies or similar techniques and at
least one significant model assumption or input is
unobservable.  Level 3 financial liabilities consist of the
derivative liabilities for which there is no current market for these securities
such that the determination of fair value requires significant judgment or
estimation.  We have valued the convertible note that contains down
round provisions using a lattice model, with the assistance of a valuation
consultant, for which management understands the methodologies. This model
incorporates transaction details such as the Company’s stock price, contractual
terms, maturity, risk free rates, as well as assumptions about future
financings, volatility, and holder behavior as of July 1, 2009 and
December 31, 2009.   The fair value of the derivatives as of July
1, 2009 upon implementation of ASC 815-40-15 was estimated by management to be
$495,912.  As part of implementing ASC 815-40-14 the Company adjusted
accumulated deficit by $162,643 and additional paid in capital by
$212,184.  The fair value of the derivatives as of December 31, 2009
was estimated by management to be $467,315.





The
foregoing assumptions will be reviewed quarterly and are subject to change based
primarily on management’s assessment of the probability of the events described
occurring. Accordingly, changes to these assessments could materially
affect the valuation.





Financial
Assets and Liabilities Measured at Fair Value on a Recurring Basis





Financial
assets and liabilities measured at fair value on a recurring basis are
summarized below and disclosed on the balance sheet under Derivative
Liabilities:




As
      of December 31, 2009Fair
      Value Measuring UsingCarryingValue
                
                
                Level
      1
                
                
                Level
      2
                
                
                Level
      3
                
                
                TotalDerivative
      Liabilities
                
                $
                467,315
                
                
                
                -
                
                
                
                -
                
                
                $
                467,315
                
                
                $
                467,315Total
      Derivative Liabilities
                
                $
                467,315
                
                
                
                -
                
                
                
                -
                
                
                $
                467,315
                
                
                $
                467,315


The table
below provides a summary of the changes in fair value, including net transfers
in and/or out, of all financial assets measured at fair value on a recurring
basis using significant unobservable inputs (Level 3) during the first
six months of 2009.




Fair
      ValueMeasurementsUsing Level
    3InputsDerivativeLiabilities
              
              
              
              TotalsBeginning
      Balance as of July 1, 2009
              
              $
              495,912
              
              
              $
              495,912Total
      Gains or Losses (realized/unrealized) Included in Net Loss
              
              
              (28,597
              )
              
              
              (28,597
              )Purchases,
      issuances and Settlements
              
              
              -
              
              
              
              -Transfers
      in and/or out of Level 3
              
              
              -
              
              
              
              -Ending
      Balance at December 31, 2009
              
              $
              467,315
              
              
              $
              467,315








9










Note 6.
Commitments and
Contingencies





Contingency


Certain
default clauses related to the various agreements discussed in Note 4 would
result in a change of control of the board of directors.  Certain debt
holders would have the option to appoint independent members to the board under
such default.





License Agreement -
Work-Study Arrangements





Solterra
has a License agreement with William Marsh Rice University whereby minimum
royalty payments which are calculated based on sales volume must be made
starting in August 2010.  This agreement can be terminated by Rice if
certain financial and other conditions are not fulfilled by
Solterra.  As of the filing date of this Form 10-Q, Solterra has an
insolvency issue under said Agreement and is in arrears in the payment of
certain monies due to Rice, which if not resolved to the satisfaction of Rice
could lead to the immediate termination of the Agreement by
Rice.  Solterra also has a work-study arrangement with Rice which
began in January 2009 for a period of twelve months and was recently extended
for an additional six months.  Solterra is in arrears in the payment
of its obligations under its work-study arrangement.





In July
2009 the Company  completed a license agreement with The University of
Arizona whereby minimum royalty payments are calculated based on sales volume
must be made starting in January 2011.  The License Agreement relates
to certain patent rights owned by the University pertaining to "Screen-Printing
Techniques for the Fabrication for Organic Light-Emitting Diodes."





Development service
agreements





In
October 2008, the Company entered into a development service agreement with
Arizona State University ("ASU") to optimize the printing process of solar
cells.  The agreement is for the period October 1, 2008 to January 30,
2010 with an option for two additional years of services.  This
Agreement has been extended by the Parties for one of said two additional
years.  The table below summarizes these financial commitments under
this agreement.  These amounts are recorded as research and
development expenses in the consolidated financial statements.





In
addition the company has two other service agreements each for a twelve month
period starting in October and November 2009.





Fiscal
              
              Services
              
              
              Lease
              
              
              LicenseYear
              
              agreement
              
              
              agreement
              
              
              agreements
              
              
              Total2010
              
              $
              416,575
              
              
              $
              -
              
              
              $
              -
              
              
              $
              416,5752011
              
              
              454,725
              
              
              
              -
              
              
              
              204,450
              
              
              
              659,1752012
              
              
              -
              
              
              
              -
              
              
              
              598,250
              
              
              
              598,2502013
              
              
              -
              
              
              
              -
              
              
              
              1,946,000
              
              
              
              1,946,0002014
              
              
              -
              
              
              
              -
              
              
              
              3,938,600
              
              
              
              3,938,600Thereafter
              
              
              -
              
              
              
              -
              
              
              
              3,938,600
              
              
              
              3,938,600Total
              
              $
              871,300
              
              
              $
              -
              
              
              $
              10,625,900
              
              
              $
              11,497,200





10







The
Company is currently in arrears for payment of obligations due to ASU totaling $
455,000.





Note
7.  Warrants





The
Company issued 1,000,000 common stock warrants on June 1, 2009.  The
warrants have not been exercised at December 31, 2009.  The Company
has attributed $34,148 to the warrant value using the Black Scholes option price
model.





The
Company issued 2,000,000 common stock warrants on October 31,
2009.  The warrants were issued in connection with the extension of
the standstill agreement.  The Company has attributed $179,913 to the
warrant value using the Black Scholes price model.





The
following table summarizes warrants that are issued, outstanding and
exercisable.




Warrants
      Issued & OutstandingExercise
                
                Expiration
                
                
                December
      31
                
                
                
                June
      30Price
                
                Date
                
                
                2009
                
                
                
                2009$
                0.25
                
                Dec
      1, 2010
                
                
                1,000,000
                
                
                
                1,000,000$
                0.10
                
                Oct
      31, 2014
                
                
                2,000,000
                
                
                
                -3,000,000
                
                
                
                1,000,000


Note 8.
Stock
options





In
October 2009 the Board of Directors authorized the approval of a stock option
plan covering 7,500,000 shares of common stock, which was later increased to
10,000,000 shares on December 2, 2009 and approved by stockholders on January
25, 2010.  The Plan provides for the direct issuance of common stock
and the grant of incentive and non-incentive stock options.  The
Company has attributed $357,602 to the stock option value using the Black
Scholes price model.





Option
activity was as follows for the six months ended December 31, 2009 and the
twelve months ended June 30, 2009.




2010
              
              2009Weighted-Average
              
              
              Weighted-AverageShares
              
              Exercise
      Price
              
              Shares
              
              Exercise
      PriceOutstanding
      at beginning of year
              -
              
              $
              
              
              -
              
              $Granted
              3,200,000
              
              
              0.05
              
              -Exercised
              -
              
              
              
              
              -Forfeited/cancelled
              -
              
              
              
              
              -Exercisable
      at end of period
              3,200,000
              
              $
              0.05
              
              -
              
              $





Information
about options outstanding was as follows at December 31, 2009





RemainingClass
              
              
              
              Average
              
              Average
              
              
              
              AverageExercise
              
              Number
              
              Contractual
              
              Exercise
              
              Number
              
              ExercisePrice
              
              Outstanding
              
              Life
      in years
              
              Price
              
              Exercisable
              
              Price$
              0.05
              
              3,200,000
              
              9.80
              
              $
              0.05
              
              3,200,000
              
              $
              0.05





11





Note 9.
Common
stock





In
November 2009, according to the provisions of the Convertible Debenture
agreement the Company elected to issue 843,674 shares of the Company’s
restricted Common Stock to pay for accrued interest on the debentures of
$60,000.  In December 2009 the Company issued a further 317,796 shares
of the Company’s restricted Common Stock to pay for accrued interest on the
debentures of $97,290.





In October
2009, the Company issued 3,000,000 restricted shares of Common Stock in
accordance with the terms of a consulting agreement entered into with Steven
Posner and Oceanus Capital LLC in exchange for certain introductions made by
them to the Company and various other related services.  The shares
were valued at the closing price on the date of the transaction resulting in an
$300,000 professional fee expense and $297,000 recorded as additional paid in
capital.





In
November 2009, the Company issued 3,000,000 restricted shares of Common Stock in
accordance with the terms of a business development and public relation
consulting contract with Sound Capital, Inc.  This contract is for a
period of one year and requires the Company to issue 3,000,000 restricted shares
of Common Stock to the consultant upon the execution of the agreement and an
additional 1,000,000 free trading shares to the consultant on or before February
12, 2010.  The agreement may be terminated for cause or convenience
upon 30 days prior written notice.  Of the 1,000,000 shares, 500,000
shares were issued in January 2010 as restricted securities.  See
"Note 10."





Note 10.
Subsequent
events





Stockholder
Matters





On
January 25, 2010 the stockholders of the Company by majority of written consent
approved the filing of an amendment to the Company's Article of Incorporation to
change the name of the corporation from Hague Corp. to Quantum Materials Corp.
and to increase the authorized common stock to 200,000,000 shares, $.001 par
value.  The stockholders also ratified the Company's compensation plan
covering 10,000,000 shares of common stock.  This plan provides for
the direct issuance of common stock or the grant of options
thereunder.  The Amendment to the Company's Article of Incorporation
has not been filed in Nevada as of the filing date of this Form 10-Q, as the
Company is seeking to raise additional funds for this and other
purposes.





Stock options
issued





In
January 2010 the Board approved the granting of fully vested non-statutory stock
options to purchase 500,000 shares to the Company’s attorney.  These
options are exercisable over a period of ten years at an exercise price of
$.2667 per share, subject to downward adjustment in the event that that the
Conversion Price of the Company's outstanding debentures is reduced in the
future.





Common Stock - Business
Development and Public Relations Agreements





In
January 2010 the Company issued 500,000 restricted shares of Common Stock
pursuant to the terms of the business development and public relation consulting
contract with Sound Capital, Inc. in lieu of free trading of
shares.  A further 500,000 shares of Common Stock were required to be
issued on or before February 12, 2010 in accordance with this
agreement.  These shares have not been issued as of the filing date of
this Form 10-Q.





In
January 2010, the Board of Directors approved a Public Relations Agreement with
American Capital Partners.  This Agreement will require the Company to
issue 100,000 restricted shares of common stock





Related
Party Transactions





On
January 20, 2010, the Board of Directors approved a three-year employment
contract for Stephen Squires, Chief Executive Officer.  The Agreement
contemplates that he receive a salary of $10,000 per month, that he would
receive 2,000,000 shares of common stock, and options to purchase 5,000,000
shares of common stock at an exercise price of $.05 per share for a term of ten
years.  Mr. Squires' employment contract became effective January 25,
2010, however the stock and option portion of his contract are granted and
become fully vested upon the filing of the Certificate of Amendment to the
Company's Article of Incorporation with the Secretary of State of the State of
Nevada, thereby increasing the Company's authorized common stock to 200,000,000
shares.





On
January 20, 2010, the Board approved a three-year employment agreement with Dr.
Robert Glass, a Director of the Company.  As a non-executive officer
he has been given the title of Chief Technology Officer at a salary of $10,000
per month.  The Agreement provides for him to receive 250,000
restricted shares of common stock.  These shares will be issued to Dr.
Glass upon the filing of the Company's Amendment to the Articles of
Incorporation with the Secretary of State of the State of Nevada, at which time
the Company's authorized common stock will increase to 200,000,000
shares.





On
January 20, 2010, the Board recognized that Stephen Squires has made loans to
the Company and may make additional loans to the Company.  The Board
approved granting Mr. Squires a two-year option to convert up to $200,000 of
cash advances into a maximum of 5% of the outstanding common stock of Solterra
currently owned by the Company




12




Item
2.  Management’s Plan of Operation





This Form
10-Q contains "forward-looking
statements" relating to us which represent our current expectations or
beliefs, including statements concerning our operations, performance, financial
condition and growth.  For this purpose, any statement contained in this
report that are not statements of historical fact are forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or
other comparable terminology are intended to identify forward-looking
statements.





Statements
contained herein that are not historical facts are forward-looking statements as
that term is defined by the Private Securities Litigation Reform Act of
1995.  Although the Company believes that the expectations reflected
in such forward-looking statements are reasonable, the forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ from those projected. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees of future
performance and those actual results may differ materially from those in the
forward-looking statements.  Such risks and uncertainties include,
without limitation: well-established competitors who have substantially greater
financial resources and longer operating histories, regulatory delays or
denials, ability to compete as a start-up company in a highly competitive
market, and access to sources of capital.





The
following discussion should be read in conjunction with the Company's financial
statements and notes thereto included elsewhere in this Form 10-Q and our Form
10-K filed November 12, 2009 for the fiscal year ended June 30,
2009.  Except for the historical information contained herein, the
discussion in this Form 10-Q contains certain forward looking statements that
involve risks and uncertainties, such as statements of the Company's plans,
objectives, expectations and intentions.  The cautionary statements
made in this Form 10-Q should be read as being applicable to all related
forward-looking statements wherever they appear herein.  The Company's
actual results could differ materially from those discussed here.





The
financial information furnished herein has not been audited by an independent
accountant; however, in the opinion of management, all adjustments (only
consisting of normal recurring accruals) necessary for a fair presentation of
the results of operations for the period ended December 31, 2009 have been
included.





Business
Overview





Hagueis a start-up solar
technology and quantum dot manufacturing firm which was founded by Stephen
Squires. Mr. Squires and our other officers and directors bring to us a large
degree of experience in developing innovative technology, and
commercializing high technology products.  We perceive an opportunity
to acquire a significant amount of both quantum dot and solar photovoltaic
market share by commercializing a low cost quantum dot processing
technology and a low cost quantum dot based third generation photovoltaic
technology/solar cell, pursuant to an exclusive license agreement with William
Marsh Rice University (“Rice University” or “Rice”).  Our objective is
for Hague to become the first bulk manufacture of high quality tetrapod quantum
dots and for Solterra to be the first solar cell manufacturer to be able to
offer a solar electricity solution that competes on a non-subsidized basis with
the price of retail electricity in key markets in North America, Europe, the
Middle East and Asia.





13




Competitors
are pursuing different nanotechnological approaches to developing solar cells,
but the general idea is the same for all. When light hits an atom in a
semiconductor, those photons of light with lots of energy can push an electron
out of its nice stable orbital around the atom. The electron is then free to
move from atom to atom, like the electrons in a piece of metal when it conducts
electricity.  Using nano-size bits of semiconductor embedded in a
conductive plastic maximizes the chance that an electron can escape the
nanoparticle and reach the conductive plastic before it is "trapped" by another
atom that has also been stripped of an electron. Once in the plastic, the
electron can travel through wires connecting the solar cell to an electronic
device. It can then wander back to the nanocrystal to join an atom that has a
positive charge, which scientifically is called electron hole
recombination.





A quantum
dot solar cell typically uses a thin layer of quantum dot semiconductor
material, rather than silicon chips, to convert sunlight into electricity.
Quantum Dots, also known as nanocrystals, measure near one billionth of an inch
and are a non-traditional type of semiconductor. Management believes that they
can be used as an enabling material across many industries and that quantum dots
are unparalleled in versatility and flexible in form.





Hague
intends to design and manufacture solar cells using a proprietary thin film
semiconductor technology that we believe will allow us to reduce our average
solar cell manufacturing costs and be extremely competitive in this market.
Hague will be one of the first companies to integrate non-silicon quantum dot
thin film technology into high volume low cost production using proprietary
technologies.  Our objective is to become one of the first solar
module manufacturers to offer a solar electricity solution that competes on a
non-subsidized basis with the price of retail electricity in key markets in
North America, Europe and Asia. Management believes that the manufacture of our
thin film quantum dot solar cells can introduce a cost effective disruptive
technology that can help accelerate the conversion from a fossil fuel dependent
energy infrastructure to one based on renewable, carbon-neutral energy sources.
We believe that our proposed products also can be a part of the solution to
greenhouse gases and global warming.





Plan
of Reorganization, Recent Financing and Change in Control





On
November 4, 2008, the Company closed on an Agreement and Plan of Merger and
Reorganization by and among Hague Corp. (the “Company”), Solterra Renewable
Technologies, Inc. (“Solterra”), the shareholders of Solterra and Gregory
Chapman as “Indemnitor” (the “Agreement”), which resulted in Solterra becoming a
wholly-owned subsidiary of the Company. Pursuant to the Agreement, Mr. Chapman
cancelled 40,000,000 shares of Common Stock of the Company owned by him and
issued a general release in favor of the Company terminating its obligations to
repay Mr. Chapman monies owed to him.





In
accordance with the Agreement, the Company issued 41,250,000 shares of its
Common Stock to the former stockholders of Solterra. Certain existing
stockholders of the Company in consideration of Solterra and its shareholders
completing the transaction, issued to the Company a Promissory Note in the
amount of $3,500,000 due and payable on or before January 15, 2009, through the
payment of cash or, with the consent of the Company, the cancellation of up to
12,000,000 issued and outstanding shares of the Company owned by
them.  As of the filing date of the Form 10-Q, this note is in default
and the Company has made demand for payment and is considering all legal
options.





On
November 4, 2008, the Company entered into a Securities Purchase Agreement,
Debenture, Security Agreement, Subsidiary Guarantee Agreement, Registration
Rights Agreement, Escrow Agreement, Stock Pledge Agreement and other related
transactional documents (the “Transaction Documents”) to obtain $1,500,000 in
gross proceeds from three non-affiliated parties (collectively hereinafter
referred to as the “Lenders”) in exchange for 3,525,000 restricted shares of
Common Stock of the Company (the “Restricted Shares”) and Debentures in the
principal amount aggregating $1,500,000. Each Debenture has a term of three
years maturing on November 4, 2011 bearing interest at the rate of 8% per annum
and is prepayable by the Company at anytime without penalty, subject to the
Debenture holders’ conversion rights. Each Debenture is convertible at the
option of each Lender into the Company’s Common Stock (the “Debenture Shares”,
which together with the Restricted Shares shall collectively be referred to as
the “Securities”) at a conversion price of $.2667 per share (the “Conversion
Price”).  The Registration Rights Agreement requires the Company to
register the resale of the Securities within certain time limits and to be
subject to certain penalties in the event the Company fails to timely file the
Registration Statement, fails to obtain an effective Registration Statement or,
once effective, to maintain an effective Registration Statement until the
Securities are saleable pursuant to Rule 144 without volume restriction or other
limitations on sale. The Debentures are secured by the assets of the Company and
are guaranteed by Solterra as the Company’s subsidiary. In the event the
Debentures are converted in their entirety, the Company would be required to
issue and aggregate of 5,624,297 shares of the Company’s Common Stock, subject
to anti-dilution protection for stock splits, stock dividends, combinations,
reclassifications and sale of the Company’s Common Stock a price below the
Conversion Price.  Certain changes of control or fundamental
transactions such as a merger or consolidation with another company could cause
an event of default under the Transaction.   We also entered into
a 120-day Standstill Agreement with the Debenture Holders effective June 1, 2009
which was amended to expire at the close of business on December 1,
2009.  The Standstill Agreement provided for the resignation of a
director, the transfer of Solterra’s License Agreement with Rice to Hague and
for Solterra to obtain from Hague a worldwide exclusive license to purchase
quantum dots for solar purposes and to grant sublicenses. To date, the Company
has not obtained the consent of Rice to accomplish these objectives. The
Standstill Agreement had put a moratorium on the rights of Debenture Holders,
subject to certain conditions set forth in the Standstill
Agreement.  Since the Standstill Agreement was not extended, the
Company may be deemed to have failed to file a Registration Statement with the
SEC and to timely obtain an effective date as required by the Transaction
Documents, thereby causing an event of default to exist.  As of the
filing date of this Form 10-Q, the Debenture Holders have taken no action under
the Transaction Documents to accelerate the payment date under the Debentures or
any other rights or remedies that they may have thereunder.




14




Plan
of Operation





Since
November 4, 2008, the Company is executing its business plan as
follows:





Scale up
TetraPod Quantum Dot Production byapplying proprietary
technology licensed from Rice University for our TetraPod quantum dot synthesis
process. This licensed technology enables Solterra to produce the highly
desirable CdSe TetraPod quantum dots at a cost savings of greater than 50%
compared to competing suppliers, and will organically supply Solterra’s
requirements for quantum dots for its solar cells. Additionally, Solterra will
market these TQ-Dots through various existing supply channels into various
markets, including but not limited to medical diagnostics and printed
electronics. The initial pilot scale up will take place at or near Rice
University in Houston, Texas. The staff there will include one post doctorate,
Professor Michael Wong the inventor of the technology and our Vice President in
charge of quantum dot commercialization David Doderer. Following initial proof
of scale production, the commercial production of quantum dots will likely be
consolidated in a purpose built facility in Phoenix, Arizona, adjoining the
proposed solar cell pilot production line.





Initiate
scaled manufacturing of tetrapod quantum dots, based in part on technology
licensed from William H. Marsh Rice University, and building on continued
research.  Planning includes the implementation of one or more
Solterra owned mini-batch lines for quantum dot conjugation and quality control
studies, as well as a micro-reactor pilot line based on outcomes of
collaboration with Access2Flow, an advanced flow chemistry consortium based in
the Netherlands.  The design of the pilot line is intended such that
the initial target output of the line, at approximately one kilogram per day,
can be further scaled at least by an order of magnitude to 100 Kilograms per day
in late 2010.  The output of the tetrapod quantum dots manufacturing
will be used for Solterra’s quantum dot solar cells as well as stand-alone sales
into the biomedical research fields and to third party developers of quantum dot
products such as displays, memory and computer and consumer
electronics.





Fabricate
solar cells and optimize the performance of solar cells based on a blend of a
suitable conjugated polymer and CdSe TetraPod quantum dots
(TQDs).  The aim is to invest our best efforts to demonstrate and
scale up production of low cost quantum dot solar cells having peak efficiency
of greater than 6%. The efficiency of solar cells is the electrical power it
puts out as percentage of the power in incident sunlight. Within the
photovoltaic market, cell pricing and peak efficiency are key benchmarks for
consumers in the decision for system selection and installation. The design and
manufacture of Solterra's TetraPod quantum dot based solar cells is projected to
allow for the conversion of sunlight into usable electricity at a combination of
efficiencies and cell cost at a very low "cents per kilowatt-hour" rate. This
work is being accomplished on site at the Arizona State University labs where we
also maintain our corporate offices. The staff there includes three post
doctorates three undergraduates, our Chief Science Officer, Professor Ghassan
Jabbour and our CEO, Stephen Squires.





Continue
to develop and characterize the TetraPod Quantum Dot Solar Cell product;
moving towards pilot proof line for solar cells and leading to high throughput
print line ultimately capable of yearly solar cell output near gigawatt range.
Target cell efficiencies are 6% within one year, 10% within 2 years and greater
than 20% within five years.  Coupled within cell cost per watt
decreasing below $1.00/Watt, we intend to pursue initial product sales in late
2010 with significant increases in 2011.




15







Liquidity
and Capital Resources





At
December 31, 2009 the Company had a working capital deficit of
$1,891,834.  The Company has been in the development stage since
inception. As a result, the Company has relied on financing through the issuance
of common stock and a convertible debenture as well as advances from a director
shareholder and employees wages being accrued but not paid.





As of the
filing date of this Form 10-Q, the Company has no cash or cash equivalent
assets.  The Company has been relying on loans from its Chief
Executive Officer resulting from private transactions in our common stock owned
by him.  The Company has also relied on Rice and ASU performing work
under business agreements in which the Company is in arrears as well as
employees and consultants temporarily agreeing to defer payment of wages and
fees owed to them.  The Company is aggressively seeking additional
financing; however, no definitive agreements for additional financing have been
received and the Company cannot provide any assurance that additional funding
will be available to finance our operations on terms acceptable to us, if at
all, in order to enable us to complete our plan of operations.  If we are
unable to achieve the financing necessary to continue our plan of operations,
then our stockholders may lose their entire investment in the
Company.  See "Notes to Financial Statements."





We expect
to run at a loss for at least the next twelve months.  Certain
existing stockholders of the Company in consideration of Solterra and its
shareholders completing the transaction, issued to the Company a Promissory
Note in the amount of $3,500,000 due and payable on or before January 15,
2009, through the payment of cash or, with the consent of the Company, the
cancellation of up to 12,000,000 issued and outstanding shares of the Company
owned by them.  As of the filing date of this Form 10-Q, this Note has
not been paid. We have demanded payment on the Note of $3,500,000 or the
cancellation of the 12,000,000 shares. We are prepared to take all corporate
legal actions against the obligors of the Note.  We can provide no
assurances that a successful resolution of this matter will occur.





Statement
of operations – December 31, 2009





General
and administrative expenses





During
the six months ended December 31, 2009 the Company incurred $1,084,004 of
general and administrative expenses compared to the $698,757 recorded for the
six months ended December 31, 2008.  The increase of $385,247 is
attributed to a combination of events.  In the second quarter of 2008
a one time fee of $500,000 was incurred for the development of the Company’s
tactical business plan and reorganization.  After adjusting for this
event the expenses for the six month ended December 31, 2009 is in fact $885,247
more than the six months ended December 31, 2008.  This increase can
be attributed to the fact the Company was not operational at September 30,
2008.  The Company became operational after the financing was received
in November 2008.  Therefore the six month period ended December 31,
2008 does not include six months of operational expenses.  In addition
the Company recorded $660,000 as professional fee expense in relation to the
6,000,000 shares issued for services mentioned in note 9 of the financial
statements.





Included
in the expenses for the current six months were professional fees of $660,000
wages of $295,000, license maintenance costs of $26,939, legal and audit of
$44,103, corporate expense of $10,082, office expenses of $21,658, travel
expense of $17,392 and amortization of furniture and equipment of $2,460.
 General and administrative expenses for the six months ended December 31,
2008 included wages of $95,000, moving expense of $7,614, office expense of
$16,034, travel expense of $34,723, insurance of $3,918, amortization of
furniture and equipment of $407 and the one time fee of $500,000.





During
the three months ended December 31, 2009 the Company incurred $886,556 of
general and administrative expenses compared to the $623,295 incurred in the
three months ended December 31, 2008.   Once again after
adjusting for the one time fee of $500,000 included in the three months ended
December 31, 2008 the general and administrative expenses actually increased
$763,261.  As the financing was received in early November 2008 the
quarter ended December 31, 2008 was not a complete quarter of
expenses.   This then explains the increase in the general and
administrative expenses in the quarter ended December 31, 2009 over the quarter
ended December 31, 2008.




16






Included
in the expenses for the current three months were professional fees of $660,000,
wages of $160,000, license maintenance costs of $1,450, legal and audit of
$27,033, corporate expense of $8,077, office expenses of $9,108, travel expense
of $13,362 and amortization of furniture and equipment of $1,157.  General
and administrative expenses for the three months ended December 31, 2008
included wages of $80,000, legal and audit of $33,732, office expense of
$16,923, travel expense of $21,890, insurance of $2,833, amortization of
furniture and equipment of $407 and the one time fee of $500,000.





Research
and development expenses.





Research
and development expenses of $340,473 were incurred in the six months ended
December 31, 2009, compared to Nil in the six months ended December 31,
2008.  The Company started research and development two months after
obtaining the initial financing in November 2008; therefore no expenses of this
nature were incurred in the period ending December 31, 2008.  The
Company has two development agreements in place with major
universities.  One development agreement to optimize the printing
process of solar cells and the other development agreement to optimize the
manufacturing process for quantum dots.  At December 31, 2009 the
Company had incurred $340,473 of expenses for these two contracted
agreements.





Research
and development expenses of $155,000 were incurred in the three months ended
December 31, 2009, compared to Nil in the three months ended December 31,
2008.




Amortization
of convertible debenture discount





The
convertible debenture discount of $1,500,000 is being amortized over the 36
month term of the debenture using the effective interest method.  The
debenture was issued on November 4, 2008.  Amortization recorded for
the six month period ended December 31, 2009 was $88,820.  The
amortized balance of the discount at December 31, 2009 is $1,316,825 resulting
in the convertible debenture value on the balance sheet net of the discount
$183,175.  At December 31, 2008 the amortization for the six months
was $59,931.





Amortization
expense using the effective interest method in the three months ended December
31, 2009 was $49,457 compared to $59,931 in the three months ended December 31,
2008.





Amortization
of deferred finance cost





This
amount relates to the $315,000 of expenses associated with the $1,500,000
convertible debenture financing raised in November 2008.  The deferred
financing cost is being amortized using the effective interest method over the
thirty-six month life of the debenture.  Amortization expense recorded
for the six month period ended December 31, 2009 was $52,500 compared to the
$16,333 recorded in the six month period ended December 31,
2008.  However as the debenture was issued in November 2008 there were
only two months of amortization in the six month period ended December 31,
2008.





In the
three months ended December 31, 2009 the amortization was $26,250 compared to
$16,333 in the three month period ended December 31, 2008.





Interest
expense on the convertible debenture





This
amount relates to the 8% interest associated with the $1,500,000 convertible
debenture issued in November 2008.  Interest expense recorded for the
period ended December 31, 2009 was $127,290 compared to $18,333 in the six month
period ended December 31, 2008.  However as the debenture was issued
in November 2008 there was less than two months interest in the six months ended
December 31, 2008.






17





In the
three months ended December 31, 2009 $97,290 of interest was expenses compared
to $18,333 on interest in the three months ended December 31, 2008.





According
to the provisions of the Convertible Debenture agreement the Company has elected
to issue shares of the Company’s Stock to pay accrued interest on the
debentures.  In March 2009 the Company issued 506,493 shares of the
Company’s restricted Common Stock to pay $39,000 of accrued
interest.  In November 2009 the Company issued 843,674 shares of the
Company’s restricted Common Stock to pay $60,000 of accrued
interest.  In December 2009 the Company issued 317,796 shares of the
Company’s restricted Common Stock to pay $30,000 of accrued
interest.





Change
in fair value of warrants and embedded conversion feature





This
amount relates to the change in value of the derivative
liabilities.  The change recorded in the first six months was
$28,597.





Stock
option compensation





In
October the Board of Directors granted 3,200,000 stock options. The Company has
attributed $357,602 to the stock option value using the Black Scholes price
model.





Warrant
expense





The
Company issued 2,000,000 common stock warrants on October 31,
2009.  The Company has attributed $179,913 to the warrant value using
the Black Scholes price model.





Cash
Flow





During
the period ended December 31, 2009, cash was used in operations of
$3,848.  During this period the Company received proceeds on disposal
of furniture and equipment of $3,848.  These changes resulted in no
change in the cash position from the year ended June 30, 2009.  The
opening cash at June 30, 2009 was nil, and the closing balance at December 31,
2009 was also nil.





Off-balance
sheet arrangements





We have
no off-balance sheet arrangements including arrangements that would affect our
liquidity, capital resources, market risk support and credit risk support or
other benefits.





Item
3.  Quantitative And Qualitative Disclosures About Market
Risk





Market
risk is the risk of loss arising from adverse changes in market rates and
prices, such as interest rates, foreign currency exchange rates and
commodity prices. Our primary exposure to market risk is interest rate risk
associated with our short term money market investments. The Company does not
have any financial instruments held for trading or other
speculative purposes and does not invest in derivative financial
instruments, interest rate swaps or other investments that alter interest rate
exposure. The Company does not have any credit facilities with variable interest
rates.






18





Item
4.  Controls and Procedures





The
Company maintain disclosure controls and procedures designed to provide
reasonable assurance that material information required to be disclosed by us in
the reports we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and that the information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. We performed an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report. Based on their evaluation, our management, including our Chief Executive
Officer and Chief Financial Officer, concluded that our disclosure controls and
procedures are effective in giving us reasonable assurance that the information
we are required to disclose in the reports we file or submit under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms and to ensure that such
information is accumulated and communicated to our management, including our
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.





We do not
expect that our disclosure controls and procedures will prevent all errors and
all instances of fraud. Disclosure controls and procedures, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the disclosure controls and procedures are met. Further,
the design of disclosure controls and procedures must reflect the fact that
there are resource constraints, and the benefits must be considered relative to
their costs. Because of the inherent limitations in all disclosure controls and
procedures, no evaluation of disclosure controls and procedures can provide
absolute assurance that we have detected all our control deficiencies and
instances of fraud, if any. The design of disclosure controls and procedures
also is based partly on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.





Changes
in Internal Control Over Financial Reporting





In our
Management’s Report on Internal Control Over Financial Reporting included in the
Company’s Form 10-K for the year ended June 30, 2009, management concluded that
our internal control over financial reporting was effective as of June 30,
2009.





Management
did however identify a significant deficiency; a significant deficiency is a
deficiency, or a combination of deficiencies, that is less severe than a
material weakness, yet important enough to merit attention by those responsible
for oversight of the registrant’s financial reporting.  Currently we
do not have sufficient in-house expertise in US GAAP
reporting.  Instead, we rely very much on the expertise and knowledge
of external financial advisors in US GAAP conversion.  External
financial advisors have helped prepare and review the consolidated financial
statements.  Although we have not identified any material errors with
our financial reporting or any material weaknesses with our internal controls,
no assurances can be given that there are no such material errors or weaknesses
existing.  To remediate this situation, we are seeking to recruit
experienced professionals to augment and upgrade our financial staff to address
issues of timeliness and completeness in US GAAP financial
reporting.  In addition, we do not believe we have sufficient
documentation with our existing financial processes, risk assessment and
internal controls.  We plan to work closely with external financial
advisors to document the existing financial processes, risk assessment and
internal controls systematically.





We
believe that the remediation measures we are taking, if effectively implemented
and maintained, will remediate the significant deficiency discussed
above.





Except as
described above, there have been no changes in our internal controls over
financial reporting that occurred during our last fiscal quarter to which this
Quarterly Report on Form 10-Q relates that have materially affected, or are
reasonably likely to materially affect our internal controls over financial
reporting.







19




PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings.





None.





Item
1A. Risk Factors





As a
Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in item
10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting
obligations and therefore are not required to provide the information requested
by this Item 1A.







20




Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.





(a)
            From
      July 1, 2008 to December 31, 2009, we had the following sales of
      unregistered Common Stock.





Date
      of Sale
            
            Title
      of Security
            
            Number
      Sold
            
            Consideration
      Received and Description of Underwriting or Other Discounts to Market
      Price or Convertible Security, Afforded to Purchasers
            
            Exemption
      from Registration Claimed
            
            If
      Option, Warrant or Convertible Security, terms of exercise or
      conversionNov.
      4, 2008
            
            Common
      Stock
            
            41,250,000
              Shares
            
            Share
      exchange pursuant to Plan of Reorganization; no commissions
      paid.
            
            Section
      4(2) and/or
              Rule
      506.
            
            Not
      applicable.Nov.
      4, 2008
            
            Common
      Stock and
              Debentures
            
            3,525,000
              shares
      and
              $1,500,000
              Debentures
            
            $1,500,000;
      $150,000 of finder’s fees
            
            Section
      4(2).
            
            Notes
      are convertible at $.2667 per share.March,
      2009
            
            Common
      Stock
            
            506,493
              Shares
            
            Shares
      issued in exchange for interest of $30,667; no commissions
      paid.
            
            Section
      4(2) and/or
              Rule
      506.
            
            Not
      applicable.June,
      2009
              and
      November
              2009
            
            Common
      Stock
              Warrants
            
            3,000,000
              Shares
            
            Warrants
      issued as part
              of
      a Standstill Agreement;
              no
      commissions paid.
            
            Section
      4(2) and/or
              Rule
      506.
            
            1,000,000
      Warrants are exercisable at $0.25 per share over a period of 18 months and
      2,000,000 Warrants are exercisable at $.10 per share through
              October
      31, 2014.November
      ,
              2009
      and December 2009
            
            Common
      Stock
            
            1,161,470
            
            Shares
      issued in exchange
              For
      interest of $90,000;
              no
      commissions paid.
            
            Section
      4(2) and/or
              Rule
      506.
            
            Not
      applicable.November,
              2009
            
            Common
      Stock
            
            3,000,000
            
            Shares
      issued for services
              rendered;
      no commissions paid
            
            Section
      4(2) and/or
              Rule
      506.
            
            Not
      applicable.





(b)
            Rule
      463 of the Securities Act is not applicable to the
  Company.(c)
            In
      the six  months ended December 31, 2009, there were no
      repurchases by the Company of its Common
Stock.






21





Item 3.  Defaults Upon Senior
Securities.None





Item
4.  Submission of Matters to a Vote of Security
Holders.





On
January 25, 2010, stockholders holding a majority of the outstanding shares of
the Company's common stock consisting of 39,653,000 shares ratified, adopted and
approved the following matters:





(1) To elect
five Directors of the Company for the coming year;




(2)           To
ratify, adopt and approve the selection of LBB & Associates Ltd., LLP as the
Company’s independent auditors for the year ending June 30, 2010;





(3)           To
consider and vote upon an amendment to the Company’s Articles of Incorporation
and the filing of said amendment with the Secretary of State of the State of
Nevada to change our corporate name from Hague Corp. to Quantum Materials Corp.,
or if such name later becomes unavailable in the States of Nevada or Arizona, to
such other name as approved by the Board of Directors;





(4)           To
consider and vote upon an amendment to the Company’s Articles of Incorporation
and the filing of said amendment with the Secretary of State of the State of
Nevada changing the Company’s authorized Common Stock from 100,000,000 shares,
$.001 par value, to 200,000,000 shares, $.001 par value; and





(5)           To
ratify, adopt and approve the Company’s 2009 Employee Benefit and Consulting
Services Compensation Plan covering 10,000,000 shares of Common
Stock.





The
Amendment to the Company's Article of Incorporation has not been filed in Nevada
as of the filing date of this Form 10-Q, as the Company is seeking to raise
additional funds for this and other purposes.





Item
5. Other
Information.


See "Note
10 to the Financial Statements" for description of Various Related Party and
Other Transactions.





Item
6.  Exhibits





The
following exhibits are all previously filed in connection with our Form 8-K
filed November 10, 2008, unless otherwise noted.





2.1
            Agreement
      and Plan of Merger and Reorganization, dated as of October 15, 2008, by
      and among Hague Corp., Solterra Renewable Technologies, Inc., the
      shareholders of Solterra and Greg Chapman, as
  Indemnitor.4.1
            Form
      of Securities Purchase Agreement dated as of November 4,
    2008.4.2
            Form
      of Security Agreement dated November 4, 2008.4.3
            Form
      of Subsidiary Guarantee dated November 4, 2008.4.4
            Form
      of Stock Pledge Agreement dated November 4, 2008.4.5
            Form
      of Debenture-- MKM Opportunity Master Fund, Ltd.4.6
            Form
      of Debenture.-- MKM SP1, LLC.4.7
            Form
      of Debenture-- Steven Posner Irrevocable Trust u/t/a Dated
      06/17/65.4.8
            Form
      of Escrow Agreement.4.9
            Form
      of Amended Waiver and Consent.4.10
            Form
      of Registration Rights Agreement.4.11
            Standstill
      Agreement dated June 1, 2009 (incorporated by reference to the
      Registrant’s Form 8-K filed on June 9, 2009).   22
    4.12
            Amended
      Standstill Agreement dated June 1, 2009 (incorporated by reference to the
      Registrant’s Form 10-K for its fiscal year ended June 30, 2009 filed
      November 12, 2009).4.13
            Extension
      of Standstill Agreement dated October 29, 2009(incorporated by reference
      to the Registrant’s Form 10-K for its fiscal year ended June 30, 2009
      filed November 12, 2009).10.1
            License
      Agreement by and between William Marsh Rice University and Solterra
      Renewable Technologies, Inc. dated August 20, 2008 (incorporated by
      reference to the Registrant’s Form 10-Q for its Quarter year ended March
      31, 2009 filed May 15, 2009).10.2
            Letter
      dated October 2, 2008 from Rice University amending the License Agreement
      contained in Exhibit 10.1.10.3
            Agreement
      with Arizona State University executed by ASU on October 8, 2008 and
      executed by Solterra on September 18, 2008 (incorporated by reference to
      the Registrant’s Form 10-K for its fiscal year ended June 30, 2009 filed
      November 12, 2009).10.4
            Letters
      dated November 5, 2009 and November 9, 2009 amending Rice University
      Agreement (incorporated by reference to the Registrant’s Form 10-K for its
      fiscal year ended June 30, 2009 filed  November 12,
      2009).10.5
            Consulting
      Agreement between Steven Posner, Oceanus Capital and the issuer
      (incorporated by reference to the Registrant’s Form 10-K for its fiscal
      year ended June 30, 2009 filed November 12, 2009).10.6
            Consulting
      Agreement between Sound Capital Inc and the issuer dated November 12, 2009
      (Incorporated by reference to the Registrant's Form 10-Q for the quarter
      ended September 30, 2009).10.7
            License
      Agreement between The University of Arizona and the issuer dated July
      2009.  (Incorporated by reference to the Registrant's Form 10-Q
      for the quarter ended September 30, 2009)21.1
            Subsidiaries
      of Registrant listing state of incorporation (incorporated by reference to
      the Registrant’s Form 10-K for its fiscal year ended June 30, 2009 filed
      on November 12, 2009).31(a)
            Rule
      13a-14(a) Certification – Chief Executive Officer *31(b)
            Rule
      13a-14(a) Certification – Chief Financial Officer *32(a)
            Section
      1350 Certification – Chief Executive Officer *32(b)
            Section
      1350 Certification – Chief Financial Officer
*


____________


*  Filed
herewith.








23





SIGNATURES








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





HAGUE CORP.February 22,
    2009
              By:
              /s/ Stephen
      SquiresStephen
      Squires
                Chief
      Executive Officer February
      22, 2009
                By:
                /s/ Brian
      LukianBrian
      Lukian
                  Chief
      Financial Officer