UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A

(Amendment
No. 1)



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



For
the quarterly period ended December 31, 2018



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



Commission
File Number: 000-52956



QUANTUM
MATERIALS CORP.

(Exact
name of Registrant as specified in its charter)



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



|3055
    Hunter Road, San Marcos, Texas      |  | 78666         
|-------------------------------------------- |  | --------------
|(Address
    of principal executive offices) |  | (Zip
    Code)



512-245-6646

(Registrant’s
telephone number, including area code)





(Former
name, former address and former fiscal year, if changed since last report)



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 preceding
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 every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit such files). Yes [X] 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, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
|-------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ]   | Smaller
    reporting company [X]
|                                 | Emerging
    growth company [  ] 



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

[  ]
Yes [  ] No



Indicate
by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

[  ]
Yes [X] No



As
of February 14, 2019, there were 501,011,483 shares of common stock, $0.001 par value per share, outstanding.


















Explanatory
Note:



The
purpose of this Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q for quarterly period ended December 31,
2018, filed with the Securities and Exchange Commission on February 14, 2019 (the “Form 10-Q”), is to
indicate on the cover page that the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 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. No other changes were made to the Form 10-Q.

















PART II – OTHER INFORMATION



Item 6. Exhibits



The exhibits to this Form 10-Q/A are listed on the Exhibit Index page hereof, which is incorporated by
reference in this Item 6.











SIGNATURES



Pursuant
to the requirements of the Securities 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.    
|--------------------------- | -------------------------------
|                            |                                
|Date:
    February 26, 2019 | /s/
    Stephen Squires        
|                            | Stephen
    Squires            
|                            | Principal
    Executive Officer
|                            |                                
|Date:
    February 26, 2019 | /s/
    Robert A. Phillips     
|                            | Robert
    A. Phillips         
|                            | Principal
    Financial Officer











INDEX TO EXHIBITS



|10.1*#   |  | License and Development Agreement, dated November 19, 2018, by and between Quantum Materials Corporation and Amtronics CC                                                          
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                                                                                                    
|10.2*    |  | Partial Payment and Temporary Stand Still Agreement, dated January 14, 2019 by and among Quantum Materials Corp., Carson Diversified Investments, LP and Carson Haysco Holdings, LP
|         |  |                                                                                                                                                                                    
|31(a)    |  | Rule 13a-14(a) Certification — Principal Executive Officer                                                                                                                         
|         |  |                                                                                                                                                                                    
|31(b)    |  | Rule 13a-14(a) Certification — Principal Financial Officer                                                                                                                         
|         |  |                                                                                                                                                                                    
|32(a)*   |  | Section 1350 Certification — Principal Executive Officer                                                                                                                           
|         |  |                                                                                                                                                                                    
|32(b)*   |  | Section 1350 Certification — Principal Financial Officer                                                                                                                           
|         |  |                                                                                                                                                                                    
|101.INS* |  | XBRL Instance Document                                                                                                                                                             
|         |  |                                                                                                                                                                                    
|101.SCH* |  | Document, XBRL Taxonomy Extension                                                                                                                                                  
|         |  |                                                                                                                                                                                    
|101.CAL* |  | Calculation Linkbase, XBRL Taxonomy Extension Definition                                                                                                                           
|         |  |                                                                                                                                                                                    
|101.DEF* |  | Linkbase, XBRL Taxonomy Extension Labels                                                                                                                                           
|         |  |                                                                                                                                                                                    
|101.LAB* |  | Linkbase, XBRL Taxonomy Extension                                                                                                                                                  
|         |  |                                                                                                                                                                                    
|101.PRE* |  | Presentation Linkbase                                                                                                                                                              







*Previously filed.

#Pursuant to 17 C.F.R. 240.246-2, portions of this exhibit have been omitted and have been filed separately
with the Securities and Exchange Commission pursuant to a request for confidential treatment.