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 March 31, 2010





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





Commission file number: 0-52956





QUANTUM MATERIALS 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)








­­­­­­­­­­­­­­­­HAGUE CORP.


(former name)





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 ].








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 May 20, 2010, the issuer had 80,243,430 shares of common stock, $0.001 par value per share outstanding ("Common Stock"), without giving effect to the receipt of subscriptions for 3,125,000 shares of Common Stock, which shares have not been approved by the board or issued as of May 20, 2010.






1






INDEX
 
 
 PART 1 – FINANCIAL INFORMATION
PageItem 1.  Financial Statements
3Consolidated balance sheets as of March 31, 2010 (unaudited) and June 30, 2009
3Consolidated statements of operations, for the three and nine months ended March 31, 2010 and March 31, 2009 and for the period from inception (May 19, 2008) through March 31, 2010 (unaudited)
4Consolidated statements of cash flows for the nine months ended March 31, 2010 and March 31, 2009 and for the period from inception (May 19, 2008) through March 31, 2010 (unaudited)
5Notes to consolidated financial statements (unaudited)
6Item 2.  Management’s Plan of Operation.
14Item 3. Quantitative and Qualitative Disclosures and Market Risk
19Item 4.  Controls and Procedures
19PART 2 – OTHER INFORMATION
20Item 1.  Legal Proceedings
20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
20Item 3.  Defaults upon Senior Securities
21Item 4.  Submission of Matters to a Vote of Security Holders
21Item 5.  Other Information
21Item 6.  Exhibits
22Signatures
23
 
 2







Quantum Materials Corp.


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





March 31


June 302010


2009(Unaudited)ASSETSCurrentCash

$
8,557


$
-Total current assets


8,557



-Licenses


40,000



40,000Furniture and equipment, net of amortization


9,056



16,520Deferred financing cost, net


167,417



246,167Total other assets


216,473



302,687Total assets

$
225,030


$
302,687LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesBank indebtedness

$
-


$
1,377Accounts payable and accrued Liabilities


708,029



349,110Accrued liabilities - related party


554,390



157,715Advances related party


108,098



4,972Deposits for purchase of Company stock


100,000Fair value of embedded conversion feature


587,454



-Convertible debenture, net of discount


244,288



-Total current liabilities


2,302,259



513,174Convertible debenture, net of discount - current protion


-



540,726Total liabilities


2,302,259



1,053,900Commitments and ContingenciesStockholders' deficitCommon stock, $0.001 par value,Authorized, 200,000,000 sharesIssued and outstanding 80,243,430 and 69,881,493 as ofMarch 31, 2010 and June 30, 2009, respectively


80,243



69,881Additional paid-in capital


3,292,480



1,203,091Deficit accumulated during the development stage


(5,449,952
)


(2,024,185
)Total stockholders' deficit


(2,077,229
)


(751,213
)Total liabilities and stockholders' deficit

$
225,030


$
302,687






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






3









Quantum Materials Corp.


(A Development Stage Company, formerly Hague Corp.)
  CONSOLIDATED STATEMENTS OF OPERATIONS


For the three months and the nine months ending March 31, 2010, and March 31, 2009
 and period from May 19, 2008 (inception) through March 31, 2010
 (Unaudited)


Three months


Three months


Nine months


Nine months


Inceptionended


ended


ended


ended


throughMarch 31


March 31


March 31


March 31


March 312010


2009


2010


2009


2010Operating expenses:General and administrative

$
305,773


$
244,853


$
1,389,777


$
943,610


$
2,624,010Research and development


-



175,000



340,473



175,000



751,893Total operating expenses


305,773



419,853



1,730,250



1,118,610



3,375,903Loss from operations


(305,773
)


(419,853
)


(1,730,250
)


(1,118,610
)


(3,375,903
)Other expenses:Amortization of convertible debenture discount


61,113



80,648



149,933



140,579



278,436Amortization of deferred finance cost


26,250



26,250



78,750



42,583



147,583Change in fair value of embeded conversion feature


120,139



-



91,542



-



31,095Interest expense


38,551



30,667



165,841



49,000



244,841Stock based compensation


834,579



-



1,192,181



-



1,192,181Warrant expense


-



-



179,913



-



179,913Total other expenses


(1,080,632
)


(137,565
)


(1,858,160
)


(232,162
)


(2,074,049
)Net loss

$
(1,386,405
)

$
(557,418
)

$
(3,588,410
)

$
(1,350,772
)

$
(5,449,952
)Basic and diluted loss per common share

$
(0.02
)

$
(0.01
)

$
(0.05
)

$
(0.02
)Weighted average number of commonshares outstanding


79,276,971



69,549,459



74,300,586



55,952,377








The accompanying notes are an integral part of these consolidated financial statements.
    4
  Quantum Materials Corp.
 (A Development Stage Company, formerly Hague Corp.)
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the nine months ending March 31, 2010, and March 31, 2009
 and period from May 19, 2008 (inception) through March 31, 2010
 (Unaudited)


Nine months

Nine months

Inceptionended


ended


throughMarch 31


March 31


March 312010


2009


2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(3,588,410
)

$
(1,350,772
)

$
(5,449,952
)Adjustments to reconcile net loss to net cashused in operating activities:Stock issued for services


744,000



-



747,700Stock issued for debenture interest


195,841







234,841Depreciation of furniture and office equipment


3,616



1,548



6,478Amortization of convertible debenture discount


149,933



140,579



278,436Amortization of deferred finance cost


78,750



42,583



147,583Stock compensation


1,192,181



-



1,192,181Warrant expense


179,913



-



179,913Change in fair value of warrants and embededconversion feature


91,542



-



31,095Net change in:Bank indebtedness


(1,377
)


-



-Prepaids


-



(104,584
)


-Accounts payable and accrued liabilities


358,919



108,258



705,827Accrued liabilities - related party


396,675



-



554,390Cash flows provided (used) by operating activities


(198,417
)


(1,162,388
)


(1,371,508
)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of license


-



(40,000
)


(40,000
)Proceeds from disposal of furniture and equipment


3,848



-



3,848Purchase of furniture & equipment


-



(19,381
)


(19,381
)Cash flows provided (used) in investing activities


3,848



(59,381
)


(55,533
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock


-



42,500



42,500Deposits received for purchase of common stock


100,000







100,000Proceeds from related party advances


103,126







108,098Proceeds from convertible debenture issued


-



1,500,000



1,500,000Payment of deferred finance cost


-



(315,000
)


(315,000
)Cash flows from financing activities


203,126



1,228,052



1,435,598NET INCREASE IN CASH


8,557



6,283



8,557Cash, beginning of the period


-



-



-Cash, end of the period

$
8,557


$
6,283


$
8,557Supplemental disclosure with respect to cash flows:Cash paid for income taxes

$
-


$
-


$
-Cash paid for interest

$
-


$
-


$
-Non cash transactionIssuance of common stock in connectionwith recapitalization

$
-


$
-


$
2,202Cumulative effect of change in accountingprinciple on convertible notes

$
495,912


$
-


$
495,912The accompanying notes are an integral part of these consolidated financial statements.


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




5






QUANTUM MATERIALS CORP.
 (A Development Stage Company, formerly Hague Corp.)
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2010
 (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 nine and three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the full year ending June 30, 2010.
 
 Certain amounts in the 2009 financial statements have been reclassified to conform to the 2010 financial statements presentation.
 
 Quantum Materials Corp. (formerly Hague Corp.)is 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
 
 Management does not anticipate that the recently issued but not yet effective accounting pronouncments will materially impact the Company’s financial condition.
    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 March 31, 2010, the Company had not yet achieved profitable operations, has accumulated losses of $5,449,952 since its inception, at March 31, 2010, has a working capital deficit of $2,293,702 and current assets of $8,557.  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 nine months ended March 31, 2010, the Company accrued $90,000 which was expensed but not paid for services to the CEO / major shareholder.   During the nine months ended March 31, 2010 the Company recorded $8,292 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 $554,390 is $120,000 due to Mr. Stephen Squires, the CEO / director of the Company, for unpaid wages.  The remainder of the accrued liabilities – related party of $434,390 consists of unpaid wages to other officers and 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.
    On January 20, 2010, the Board recognized that Mr. 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 100% owned by the Company.
 
 On January 20, 2010, the Board of Directors approved a three-year employment contract for Mr. Stephen Squires as Chief Executive Officer.  The Agreement stipiluates that he receive a salary of $10,000 per month, that he receives 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, the options are fully vested at the time of the grant.  Mr. Squires' employment contract became effective January 25, 2010.  The 2,000,000 shares were issued with the Company recording a $260,000 expense to stock based compensation.  The Company attributed $502,972 to the stock option value of the 5,000,000 stock options granted Mr. Squires using the Black Scholes price model.
 
 Note 4. Convertible debentures
 
 March 31


June 302010


2009Convertible debenture


1,500,000



1,500,000Debenture discount amortized


(1,233,281
)


(926,304
)Debenture warrant value amortized


(22,431
)


(32,970
)244,288



540,726
 
 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”).
    7
 
 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.  At the time the Standstill Agreement expired, the Company did not have an effective registration statement, registering the resale of all Registrable Securities as required by the Registration Rights Agreement. Nevertheless, management believes that no such registration statement was then or is currently required to be filed with the Securities and Exchange Commission as management believes that all securities of the Company held by the Debenture Holders are saleable pursuant to Rule 144 without volume restriction or other limitations on sale, so long as the Debenture Holders are not affiliated parties of the Company.  As of the filing date of this Form 10-Q, the Debenture Holders have taken no action under the Registration Rights Agreement or other transaction documents to notify the Company that it is in default under any of such agreements. In the event of default, the Debenture Holders, among its other rights or remedies, may accelerate the payment date under the Debentures and, in the case of a failure to register any Registrable Securities, the Company could be liable to each Debenture Holder an amount in cash or shares of the Company's Common Stock ("Liquidated Damages Shares"), at the option of the Company. The penalty equals to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder.  The number of Liquidated Damages Shares to be issued will be determined by dividing the liquidated damages payment by 80% of the VWAP for the 10 consecutive Trading Days prior to the Event Date.
 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 nine months ended March 31, 2010, amortization expense of $78,750 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.
 
 The Debenture Holders would receive warrants to purchase 1,000,000 shares of Hague’s Common Stock, exercisable at $.25 per share over a period of 18 months together with cashless exercise provisions in the event no registration statement is effective at the time of exercise. Of the 1,000,000 warrants, the Debenture Holders assigned 175,000 warrants and 75,000 warrants to Dr. Isaac Horton and Richard Patton, respectively. Messrs. Horton and Patton served as directors of Hague in accordance with the Debenture Holders’ right to appoint two members to the Board of Directors. Warrants to purchase 2,000,000 shares exercisable at $.10 per share through October 31, 2014 were issued for an extension of the Standstill Agreement. These Warrants also contain cashless exercise provisions in the event that there is no current registration statement effective at the time of exercise.
  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 reset 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.
 
  8
    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.
 
 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 March 31, 2010.   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 March 31, 2010 was estimated by management to be $587,454.
 
 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 March 31, 2010Fair Value Measuring UsingCarrying

Value


Level 1


Level 2


Level 3


TotalDerivative Liabilities

$
587,454



-



-


$
587,454


$
587,454Total Derivative Liabilities

$
587,454



-



-


$
587,454


$
587,454
 
 
 
 9
  
 
 
 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 nine months of fiscal year 2010.
  Fair ValueMeasurementsUsing Level 3InputsDerivativeLiabilities

TotalsBeginning Balance as of July 1, 2009

$
495,912


$
495,912Total Gains or Losses (realized/unrealized) Included in Net Loss


91,542



91,542Purchases, issuances and Settlements


-



-Transfers in and/or out of Level 3


-



-Ending Balance at March 31, 2010

$
587,454


$
587,454
  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 to Rice by $111,562.
 
 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 one other service agreements for a twelve month period starting in November 2009.
 
 Employment agreements
 
 The Company has two employment agreements in effect.  The CEO has a three year agreement which started in January 2010 and the Chief Technology Officer has a one year agreement which started in October 2009.
 
 Fiscal

Services


Employment


LicenseYear

agreements


agreements


agreements


Total2010

$
349,075


$
60,000


$
-


$
409,0752011


419,725



155,000



204,450



779,1752012


-



120,000



598,250



718,2502013


-



70,000



1,946,000



2,016,0002014


-



-



3,938,600



3,938,600Thereafter


-



-



3,938,600



3,938,600Total

$
768,800


$
405,000


$
10,625,900


$
11,799,700
 
  The Company is currently in arrears for payment of obligations due to ASU totalling $455,000.
   10
 
 Note 7.  Warrants
  Warrants Issued & OutstandingExercise

Expiration

March 31

June 30Price

Date

2010

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
 
 The Company issued 1,000,000 common stock warrants on June 1, 2009.  The warrants have not been exercised at March 31, 2010.  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

March 31


June 30Price

Date

2010


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 $904,681 to the stock option value using the Black Scholes price model during the nine months ended March 31, 2010 and $547,079 in the three months ended March 31, 2010.
   
 2010


2009Weighted-Average





Weighted-AverageShares


Exercise Price


Shares


Exercise PriceShares reserved


10,000,000Outstanding at beginning of year


-





$
-


$Granted


8,700,000



0.0625



-Exercised


-







-Forfeited/cancelled


-







-Exercisable at end of period


8,700,000


$
0.0625



-


$Remaining options available to be issued


1,300,000







-
 
 Option activity was as follows for the nine months ended March 31, 2010 and the twelve months ended June 30, 2009.
 
 
 
 11
 
  
 Information about options outstanding was as follows at March 31, 2010
   RemainingClass

Average

Average



AverageExercise
Number
Contractual
Exercise

Number

ExercisePrice
Outstanding
Life in years
Price

Exercisable

PriceOctober 20, 2009
October 20, 2019
$
0.05
3,200,000
9.56

$
0.05

3,200,000

$
0.05January 20, 2010
January 20, 2020

0.2667
500,000
9.81


0.2667

500,000


0.2667January 20, 2010
January 20, 2020
$
0.05
5,000,000
9.81


0.05

5,000,000


0.058,700,000
9.7157

$
0.0625

8,700,000

$
0.0625
  The table above includes the grant of 10-year options to purchase 500,000 shares of Common Stock to the Company's legal counsel, exercisable at $.2667 per share (which is identical to the conversion price of outstanding debt), subject to downward adjustment to match any decrease in the event the conversion price of the debt held by outstanding debenture holders is later reduced pursuant to the terms of the debt instrument or by mutual agreement of the parties.
 
 Note 9. Common stock
 
 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 options to purchase 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 was filed March 23, 2010 with the secretary of the state of Nevada.
 
 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 317,796 shares of the Company’s restricted Common Stock to pay for accrued interest on the debentures of $30,000.  In March 2010 the Company issued a further 350,467 shares of the Company’s restricted Common Stock to pay for accrued interest on the debentures of $30,000.  As the provision to pay stock for interest discounts the market price of the stock the Company has attributed this discount to interest expense and additional paid in capital.  The cumulative effect of this extra interest expense for the nine months ended March, 31 2010 is $75,841.
 
 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 a $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.  The 3,000,000 shares were valued at the closing price on the date of the transaction resulting in a $360,000 professional fee expense and $357,000 recorded as paid in capital.  The 500,000 shares were valued at the closing price on the date of the transaction resulting in a $60,000 professional fee expense and $59,500 recorded as paid in capital.  A further 500,000 shares of Common Stock were required to be issued 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.  According to the terms of this Agreement the Company issued 100,000 restricted shares of common stock. The 100,000 shares were valued at the closing price on the date of the transaction resulting in a $24,000 professional fee expense and $23,900 recorded as paid in capital.
 
 According to employment agreements approved by the Board in January 2010 the Company issued 250,000 and 2,000,000 common shares to Dr. Glass the Chief Technology Officer and Stephen Squires the CEO respectively.
    12
  
 Note 10.  Deposit for purchase of Common Stock
 
 In the third quarter of 2010, the Company received a deposit for 1,250,000 shares of its Common Stock to one of its Debenture holders at a purchase price of $.08 per share for a total of $100,000.  The shares have not been issued at date of filing.
 
 Note 11. Subsequent events
 
 Employment agreements.
 
 Effective April 1, 2010 the Company signed a one year renewable employment agreement with Andrew Robinson.  Andrew Robinson was appointed to the newly created position of Senior Director Middle East Business Development at an annual salary of $100,000. The Agreement provides for him to receive 250,000 restricted shares of common stock.
 
 Effective April 15, 2010 the Company signed a one year renewable employment agreement with Toshinori Ando.  Toshinori Ando was appointed to the newly created position os Senior Director of Asean Business Development at an annual salary of $96,000.  The agreement also provides  for hime to receive 50,000 restricted shares of common stock.
 
 Stock option issued.
 
 In May 2010 the Board approved 250,000 options to purchase the Company’s common stock by the CTO Dr. Glass.  The exercise price was determined to be $0.11 as of the date Dr. Glass’s employment agreement was approved by the Board.  The options vest monthly over a twelve month period.
 
 Common stock.
 
 The Company received $100,000 and $50,000 of deposits in April and May respectively.  These deposits are for the purchase of the Company’s Common Stock by one of the Debenture holders at a price of $0.08 per share for a total of 1,875,000 shares.
 
  13
   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 quarter ended March 31, 2010 have been included.
 
 Business Overview
 
 Quantum Material Corp.is 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.
 
  14
   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.  At the time the Standstill Agreement expired, the Company did not have an effective registration statement, registering the resale of all Registrable Securities as required by the Registration Rights Agreement. Nevertheless, management believes that no such registration statement was then or is currently required to be filed with the Securities and Exchange Commission as management believes that all securities of the Company held by the Debenture Holders are saleable pursuant to Rule 144 without volume restriction or other limitations on sale, so long as the Debenture Holders are not affiliated parties of the Company.  As of the filing date of this Form 10-Q, the Debenture Holders have taken no action under the Registration Rights Agreement or other transaction documents to notify the Company that it is in default under any of such agreements. See "Note 4."
  15
  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.
 
 Liquidity and Capital Resources
 
 At March 31, 2010 the Company had a working capital deficit of $2,293,702.  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 minimal 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.
 
   16
  Statement of operations – March 31, 2010
 
 General and administrative expenses
 
 During the nine months ended March 31, 2010 the Company incurred $1,389,777 of general and administrative expenses compared to the $943,610 recorded for the nine months ended March 31, 2009.  The increase of $446,167 is attributed to a combination of events.  In the second quarter of 2009 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 nine months ended March 31, 2010 is in fact $946,167 more than the nine months ended March 31, 2009.  This increase can be attributed to the fact the Company was not operational for the first 5 months of fiscal 2009.  The Company became operational after the financing was received in November 2008.  Therefore the nine month period ended December 31, 2009 includes only four months of operational expenses.  In addition the Company recorded $744,000 as professional fee expense in relation to the 6,600,000 shares issued for services mentioned in note 9 of the financial statements.
 
 Included in the expenses for the current nine months were professional fees of $760,720, wages of $447,500, license maintenance costs of $37,407, legal and audit of $65,012, corporate expense of $22,900, office expenses of $34,601, travel expense of $18,021 and amortization of furniture and equipment of $3,616.  General and administrative expenses for the nine months ended March 31, 2009 included wages of $230,000, legal and audit of $72,480, corporate expenses of $7,508, moving expense of $7,614, office expense of $44,010, travel expense of $73,698, insurance of $6,752, amortization of furniture and equipment of $1,548 and the one time fee of $500,000.
 
 During the three months ended March 31, 2010 the Company incurred $305,773 of general and administrative expenses compared to the $244,853 incurred in the three months ended March 31, 2009.  The increase of $60,920 over the quarter ended March 31, 2009 can be attributed to increases in other professional of $94,350 (issue of stock for services), wages $17,500, and corporate expenses of $12,818, less decreases in travel $45,960 (2009 quarter travel was high do the the start up of the Company at that time ) and legal and audit of $17,839.  The remaining difference of $51 is attributed to the net of smaller differences.
 
 Included in the expenses for the current three months were professional fees of $94,350, wages of $152,500, license maintenance costs of $10,468, legal and audit of $20,909, corporate expense of $12,818, office expenses of $12,943, travel expense of $629 and amortization of furniture and equipment of $1,156.  General and administrative expenses for the three months ended March 31, 2009 included wages of $135,000, legal and audit of $38,748, office expense of $20,541, travel expense of $46,589, insurance of $2,834 and amortization of furniture and equipment of $1,141.
 
 Research and development expenses.
 
 Research and development expenses of $340,473 were incurred in the nine months ended March 31, 2010, compared to $175,000 in the nine months ended March 31, 2009.  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 March 31, 2010 the Company had incurred $340,473 of expenses for these two contracted agreements.
 
 Research and development expenses of NIL were incurred in the three months ended March 31, 2010, compared to $175,000 in the three months ended March 31, 2009.
 
 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 nine month period ended March 31, 2010 was $149,933.  The amortized balance of the discount at March 31, 2010 is $1,255,712 resulting in the convertible debenture value on the balance sheet net of the discount $244,288.  At March 31, 2009 the amortization for the nine months was $140,579.
 
 Amortization expense using the effective interest method in the three months ended March 31, 2010 was $61,113 compared to $80,648 in the three months ended March 31, 2009.
 
 
 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 nine month period ended March 31, 2010 was $78,750 compared to the $42,583 recorded in the nine month period ended March 31, 2009.  However as the debenture was issued in November 2008 there were only five months of amortization in the nine month period ended March 31, 2009.
 
 In the three months ended March 31, 2010 and 2009, the amortization was $26,250 for each reporting period.
 
  17
   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 March 31, 2010 was $165,841 compared to $49,000 in the nine month period ended March 31, 2009.  However as the debenture was issued in November 2008 there was less than five months interest in the nine months ended March 31, 2009.
 
 In the three months ended March 31, 2010 $38,551 of interest was expenses compared to $30,667 on interest in the three months ended March 31, 2009.
 
 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.  In March 2010 the Company issued 350,467 shares of the Company’s restricted Common Stock to pay $30,000 of accrued interest.  As the provision to pay stock for interest discounts the market price of the stock the Company has attributed this discount to interest expense and additional paid in capital.  The cumulative effect of this extra interest expense for the nine months ended March, 31 2010 is $75,841.  In the nine months ended March 31, 2009 there was Nil extra interest as the Company did not issue shares to pay interest until the current fiscal year.
 
 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 nine months was $91,542.
 
 Stock based compensation
 
 In October 2009, 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.  In January, 2010,  the Board of Directors granted two additional sets of stock options one for 500,000 shares the other for 5,000,000 shares which the Company has attributed $44,107 and $502,972 respectively to the stock option value using the Black Scholes price model.  Total expense to March 31, 2010 as a result of the stock options is $904,681.
 
 In January 2010 the Board approved employment agreements for the Chief Technology Officer and the Chief Executive Officer, these agreements granted 250,000 and 2,000,000 shares of common stock respectively to these officers.  In recording these transactions the Company expensed $287,500 to stock based compensation.
 
 Total of these transactions for the nine months ended March 31, 2010 is $1,192,181.
 
 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 March 31, 2010, cash was used in operations of $198,417.  During this period the Company received proceeds on disposal of furniture and equipment of $3,848 as well as proceeds from related party advances of $103,126 and a deposit of $100,000 for the purchase of the Company’s stock.  These changes resulted in a $8,557 increase 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 March 31, 2010 was $8,557.
 
 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.
    18
  
 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.
 
 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.
 
 Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
 (a)
From July 1, 2008 to March 31, 2010, 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 and

March 2010

Common Stock

1,511,937

Shares issued in exchange

For interest of $120,000;

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.October

2009 -

January

2010

Common Stock

Options

8,700,000

Services rendered; no

commissions paid

Section 4(2)

Options are exercisable at prices

Between $.05 and $.2667 per shareJanuary -

March 2010

Common Stock

2,850,000

Services rendered; no

commission paid

Section 4(2)

Not applicable.
 
 (b)
Rule 463 of the Securities Act is not applicable to the Company.(c)
In the nine months ended March 31, 2010, there were no repurchases by the Company of its Common Stock.
 
 
 20
 
 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.
 
 Item 5. Other Information.
 
 Not applicable.
   21
   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).
  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.
 
     22
 
 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.
   QUANTUM MATERIALS CORP.May 24, 2010
By:
/s/ Stephen SquiresStephen Squires

Chief Executive OfficerMay 24, 2010
By:
/s/ Brian LukianBrian Lukian

Chief Financial Officer
 
 
 
 
 23