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

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

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

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

----

INDEX

| PART 1 – FINANCIAL INFORMATION                                                                                                                                                  | Page   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                  |   |
| Item 1.  Financial Statements                                                                                                                                               | 3      |
|                                                                                                                                                                                  |   |
| Consolidated balance sheets as of  September 30, 2013 (unaudited) and June 30, 2013                                                                                         | 3      |
|                                                                                                                                                                                  |   |
| Consolidated statements of operations, for the three months ended September 30, 2013 and 2012 and for the period from inception (May 19, 2008) through September 30, 2013 (unaudited) | 4      |
|                                                                                                                                                                                  |   |
| Consolidated statements of stockholders equity (deficit), for the period of May 19, 2008 (Inception) to September 30, 2013                                                            | 5      |
|                                                                                                                                                                                  |   |
| Consolidated statements of cash flows for the three months ended September 30, 2013 and 2012 and for the period from inception (May 19, 2008) through September 30, 2013 (unaudited)  | 6      |
|                                                                                                                                                                             |   |
| Notes to consolidated financial statements (unaudited)                                                                                                                                | 7      |
|                                                                                                                                                                                  |   |
| Item 2.  Management’s Plan of Operation.                                                                                                                              | 11     |
|                                                                                                                                                                                  |   |
| Item 3. Quantitative and Qualitative Disclosures and Market Risk                                                                                                                 | 16     |
|                                                                                                                                                                                  |   |
| Item 4.  Controls and Procedures                                                                                                                                            | 16     |
|                                                                                                                                                                                  |   |
| PART 2 – OTHER INFORMATION                                                                                                                                                      |   |
|                                                                                                                                                                                  |   |
| Item 1.  Legal Proceedings                                                                                                                                                  | 17     |
|                                                                                                                                                                                  |   |
| Item 1A. Risk Factors                                                                                                                                                                 | 17     |
|                                                                                                                                                                                  |   |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                   | 17     |
|                                                                                                                                                                                  |   |
| Item 3.  Defaults upon Senior Securities                                                                                                                                    | 18     |
|                                                                                                                                                                                  |   |
| Item 4.  Removed and reserved.                                                                                                                                              | 18     |
|                                                                                                                                                                                  |   |
| Item 5.  Other Information                                                                                                                                                  | 18     |
|                                                                                                                                                                                  |   |
| Item 6.  Exhibits                                                                                                                                                           | 18     |
|                                                                                                                                                                                  |   |
| Signatures                                                                                                                                                                            | 19     |

----

Index

Item 1. Financial Statements

----

----

|                                                               |   |         |        |   |    |   |
|--------------------------------------------------------------------|--------|--------------|-------------|--------|---------|--------|
|                                                               |   | September 30 |        |   | June 30 |   |
|                                                               |   | 2013         |        |   | 2013    |   |
|                                                               |   | (Unaudited)  |        |   |    |   |
| ASSETS                                                             |   |         |        |   |    |   |
| Current                                                            |   |         |        |   |    |   |
| Cash                                                               |   | $            | 35,983      |   |    | $      | 172,431 |   |
|                                                               |   |         |        |   |    |   |   |   |
|   Total current assets                                        |   |         | 35,983      |   |    |   | 172,431 |   |
|                                                               |   |         |        |   |    |   |   |   |
| Licenses                                                           |   |         | 55,000      |   |    |   | 55,000 |   |
| Furniture and equipment, net of accumulated deprecation of $13,071 |   |         | -           |   |    |   | - |   |
|                                                               |   |         |        |   |    |   |   |   |
|                                                               |   |         |        |   |    |   |   |   |
| Total assets                                                       |   | $            | 90,983      |   |    | $      | 227,431 |   |
|                                                               |   |         |        |   |    |   |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT                              |   |         |        |   |    |   |   |   |
| Current liabilities                                                |   |         |        |   |    |   |   |   |
| Accounts payable and accrued Liabilities                           |   | $            | 212,583     |   |    | $      | 287,583 |   |
| Accrued liabilities - related party                                |   |         | 1,678,281   |   |    |   | 1,513,978 |   |
| Accrued expenses                                                   |   |         | 72,500      |   |    |   | 72,500 |   |
| Deferred revenue                                                   |   |         | 899         |   |    |   | 899 |   |
| Fair value of derivative liabilities                               |   |         | 587,229     |   |    |   | 787,000 |   |
|                                                               |   |         |        |   |    |   |   |   |
|                                                               |   |         |        |   |    |   |   |   |
| Total current liabilities                                          |   |         | 2,551,492   |   |    |   | 2,661,960 |   |
|                                                               |   |         |        |   |    |   |   |   |
| Convertible debenture, net of discount                             |   |         | 1,500,000   |   |    |   | 1,500,000 |   |
|                                                               |   |         |        |   |    |   |   |   |
|   Total liabilities                                           |   |         | 4,051,492   |   |    |   | 4,161,960 |   |
|                                                               |   |         |        |   |    |   |   |   |
| Stockholders' deficit                                              |   |         |        |   |    |   |   |   |
| Common stock, $0.001 par value,                                    |   |         |        |   |    |   |   |   |
| 200,000,000 shares authorized,                                     |   |         |        |   |    |   |   |   |
| Issued and outstanding 195,338,006 and 182,988,347, respectively   |   |         | 195,338     |   |    |   | 182,988 |   |
| Additional paid-in capital                                         |   |         | 12,618,737  |   |    |   | 12,255,288 |   |
| Deficit accumulated during the development stage                   |   |         | (16,774,584 | )      |    |   | (16,372,805 | ) |
|                                                               |   |         |        |   |    |   |   |   |
| Total stockholders' deficit                                        |   |         | (3,960,509  | )      |    |   | (3,934,529 | ) |
|                                                               |   |         |        |   |    |   |   |   |
| Total liabilities and stockholders' deficit                        |   | $            | 90,983      |   |    | $      | 227,431 |   |
|                                                               |   |         |        |   |    |   |   |   |

----

----

Index

----

Quantum Materials Corp.

----

|                                           |   |               |        |   |         |   |        | Inception |   |
|------------------------------------------------|--------|--------------------|-------------|--------|--------------|--------|-------------|-----------|--------|
|                                           |   | Three months ended |        |   | through      |   |
|                                           |   | September 30       |        |   | September 30 |   |
|                                           |   | 2013               |        |   | 2012         |   |        | 2013      |   |
|                                           |   |               |        |   |         |   |        |      |   |
| Operating expenses:                            |   |               |        |   |         |   |        |      |   |
| General and administrative                     |   | $                  | 559,324     |   |         | $      | 549,190     |      |   | $ | 13,271,340 |   |
| Research and development                       |   |               | 3,892       |   |         |   | 4,000       |      |   |   | 879,237 |   |
|                                           |   |               |        |   |         |   |        |      |   |   |   |   |
| Total operating expenses                       |   |               | 563,216     |   |         |   | 553,190     |      |   |   | 14,150,577 |   |
|                                           |   |               |        |   |         |   |        |      |   |   |   |   |
| Loss from operations                           |   |               | (563,216    | )      |         |   | (553,190    | )         |   |   | (14,150,577 | ) |
|                                           |   |               |        |   |         |   |        |      |   |   |   |   |
| Other expenses (income):                       |   |               |        |   |         |   |        |      |   |   |   |   |
| Amortization of convertible debenture discount |   |               | -           |   |         |   | -           |      |   |   | 1,468,837 |   |
| Amortization of deferred finance cost          |   |               | -           |   |         |   | -           |      |   |   | 315,000 |   |
| Change in fair value of derivative liabilities |   |               | (199,771    | )      |         |   | (167,000    | )         |   |   | 91,317 |   |
| Gain on accounts payable writedowns            |   |               | -           |   |         |   | -           |      |   |   | (652,505 | ) |
| Interest expense                               |   |               | 38,334      |   |         |   | 37,916      |      |   |   | 804,119 |   |
| Warrant expense                                |   |               | -           |   |         |   | -           |      |   |   | 597,239 |   |
|                                           |   |               |        |   |         |   |        |      |   |   |   |   |
| Total other expenses / (income)                |   |               | 161,437     |   |         |   | 129,084     |      |   |   | (2,624,007 | ) |
|                                           |   |               |        |   |         |   |        |      |   |   |   |   |
| Net loss                                       |   | $                  | (401,779    | )      |         | $      | (424,106    | )         |   | $ | (16,774,584 | ) |
|                                           |   |               |        |   |         |   |        |      |   |   |   |   |
| Basic and diluted loss per common share        |   | $                  | (0.00       | )      |         | $      | (0.00       | )         |   |   |   |   |
|                                           |   |               |        |   |         |   |        |      |   |   |   |   |
| Weighted average number of common              |   |               |        |   |         |   |        |      |   |
| shares outstanding                             |   |               | 194,045,427 |   |         |   | 123,545,062 |      |   |   |   |   |

----

----

Index

----

Quantum Materials Corp.

----

|                                                        |   |         |        |   |    |   |    |        |   |   | Deficit      |   |   |   |        |
|-------------------------------------------------------------|--------|--------------|-------------|--------|---------|--------|---------|-------------|--------|--------|--------------|--------|--------|--------|-------------|
|                                                        |   |         |        |   |    |   |    |        |   |   | accumulated  |   |   |   |        |
|                                                        |   |         |        |   |    |   |    | Additional  |   |   | during the   |   |   | Total  |        |
|                                                        |   | Common Stock |        |   | paid in |   |    | development |   |   | Stockholders |   |
|                                                        |   | Shares       |        |   | Amount  |   |    | capital     |   |   | stage        |   |   | Equity |        |
| Balance June 30 2012                                        |   |         | 124,113,887 |   |    | $      | 124,114 |        |   | $      | 8,324,417    |   |   |   | (11,467,027 | ) |   |   | (3,018,496 | ) |
|                                                        |   |         |        |   |    |   |    |        |   |   |         |   |   |   |        |   |   |   |   |   |
| Common stock issued for cash                                |   |         | 22,388,375  |   |    |   | 22,388  |        |   |   | 609,849      |   |   |   | -           |   |   |   | 632,237 |   |
| Stock warrants attached to common, proceeds allocated       |   |         |        |   |    |   |    | 65,361      |   |   |         |   |   |   |        | 65,361 |   |
| Common stock issued for debenture interest payable          |   |         | 2,176,247   |   |    |   | 2,176   |        |   |   | 149,531      |   |   |   |        |   |   |   | 151,707 |   |
| Common stock issued in exchange for accrued salaries        |   |         | 14,540,589  |   |    |   | 14,541  |        |   |   | 523,999      |   |   |   |        |   |   |   | 538,540 |   |
| Common stock issued in exchange for accounts payable        |   |         | 137,400     |   |    |   | 137     |        |   |   | 7,673        |   |   |   |        |   |   |   | 7,810 |   |
| Fair market value of shares issued in excess of liabilities |   |         |        |   |    |   |    | 263,687     |   |   |         |   |   |   |        | 263,687 |   |
| Common stock issued for employment agreements               |   |         | 15,000,000  |   |    |   | 15,000  |        |   |   | 1,035,000    |   |   |   |        |   |   |   | 1,050,000 |   |
| Common stock issued for services                            |   |         | 4,631,849   |   |    |   | 4,632   |        |   |   | 264,656      |   |   |   |        |   |   |   | 269,288 |   |
|                                                        |   |         |        |   |    |   |    |        |   |   |         |   |   |   |        |   |   |   | - |   |
| Stock options issued for services                           |   |         |        |   |    |   |    |        |   |   | 471,023      |   |   |   |        |   |   |   | 471,023 |   |
| Stock options issued with employment contracts              |   |         |        |   |    |   |    | 440,840     |   |   |         |   |   |   |        | 440,840 |   |
| Stock options issued for extension of debenture terms       |   |         |        |   |    |   |    | 99,252      |   |   |         |   |   |   |        | 99,252 |   |
|                                                        |   |         |        |   |    |   |    |        |   |   |         |   |   |   |        |   |   |   | - |   |
| Net loss to June 30, 2013                                   |   |         | -           |   |    |   | -       |        |   |   | -            |   |   |   | (4,905,778  | ) |   |   | (4,905,778 | ) |
|                                                        |   |         |        |   |    |   |    |        |   |   |         |   |   |   |        |   |   |   |   |   |
| Balance June 30 2013                                        |   |         | 182,988,347 |   |    | $      | 182,988 |        |   | $      | 12,255,288   |   |   |   | (16,372,805 | ) |   |   | (3,934,529 | ) |
|                                                        |   |         |        |   |    |   |    |        |   |   |         |   |   |   |        |   |   |   |   |   |
| Common stock issued for cash                                |   |         | 7,695,491   |   |    |   | 7,696   |        |   |   | 148,382      |   |   |   |        |   |   |   | 156,078 |   |
| Stock warrants attached to common, proceeds allocated       |   |         | -           |   |    |   | -       |        |   |   | -            |   |   |   |        |   |   |   | - |   |
| Common stock issued for debenture interest payable          |   |         | 766,668     |   |    |   | 766     |        |   |   | 37,567       |   |   |   |        |   |   |   | 38,333 |   |
| Common stock issued in exchange for accrued salaries        |   |         | -           |   |    |   | -       |        |   |   | -            |   |   |   |        |   |   |   | - |   |
| Common stock issued in exchange for accounts payable        |   |         | -           |   |    |   | -       |        |   |   | -            |   |   |   |        |   |   |   | - |   |
| Fair market value of shares issued in excess of liabilities |   |         | -           |   |    |   | -       |        |   |   | -            |   |   |   |        |   |   |   | - |   |
| Common stock issued for employment agreements               |   |         | -           |   |    |   | -       |        |   |   | -            |   |   |   |        |   |   |   | - |   |
| Common stock issued for services                            |   |         | 3,887,500   |   |    |   | 3,888   |        |   |   | 177,500      |   |   |   |        |   |   |   | 181,388 |   |
|                                                        |   |         |        |   |    |   |    |        |   |   |         |   |   |   |        |   |   |   | - |   |
| Stock options issued for services                           |   |         | -           |   |    |   | -       |        |   |   | -            |   |   |   |        |   |   |   | - |   |
| Stock options issued with employment contracts              |   |         | -           |   |    |   | -       |        |   |   | -            |   |   |   |        |   |   |   | - |   |
| Stock options issued for extension of debenture terms       |   |         | -           |   |    |   | -       |        |   |   | -            |   |   |   |        |   |   |   | - |   |
|                                                        |   |         |        |   |    |   |    |        |   |   |         |   |   |   |        |   |   |   | - |   |
| Net loss through September 30, 2013 (unaudited)             |   |         |        |   |    |   |    |        |   |   |         |   |   |   | (401,779    | ) |   |   | (401,779 | ) |
|                                                        |   |         |        |   |    |   |    |        |   |   |         |   |   |   |        |   |   |   |   |   |
| Balance September 30, 2013                                  |   |         | 195,338,006 |   |    | $      | 195,338 |        |   | $      | 12,618,737   |   |   |   | (16,774,584 | ) |   |   | (3,960,509 | ) |
|                                                        |   |         |        |   |    |   |    |        |   |   |         |   |   |   |        |   |   |   |   |   |

----

----

Index

----

Quantum Materials Corp.

----

|                                                |   | Three months |     | Three months |   | Inception    |     |
|-----------------------------------------------------|--------|--------------|----------|--------------|--------|--------------|----------|
|                                                |   | ended        |     |         | ended  |         |     | through |   |
|                                                |   | September 30 |     | September 30 |   | September 30 |     |
|                                                |   | 2013         |     |         | 2012   |         |     | 2013 |   |
|                                                |   |         |     |         |   |         |     |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES                |   |         |     |
|                                                |   |         |     |         |   |         |     |   |   |
| Net loss                                            |   | $            | (401,779 | )            |   | $            | (424,106 | ) |   | $ | (16,774,584 | ) |
| Adjustments to reconcile net loss to net cash       |   |         |     |         |
| used in operating activities:                       |   |         |     |         |   |         |     |   |   |   |   |   |
| Stock issued for services                           |   |         | 181,388  |         |   |         | -        |   |   |   | 7,147,735 |   |
| Options issued for services                         |   |         | -        |         |   |         | 181,542  |   |   |   | 911,863 |   |
| Stock issued for debenture interest                 |   |         | 38,333   |         |   |         | 37,917   |   |   |   | 794,118 |   |
| Warrant expense                                     |   |         | -        |         |   |         | -        |   |   |   | 617,503 |   |
| Depreciation of furniture and office equipment      |   |         | -        |         |   |         | 409      |   |   |   | 15,539 |   |
| Amortization of convertible debenture discount      |   |         | -        |         |   |         | -        |   |   |   | 1,468,837 |   |
| Amortization of deferred finance cost               |   |         | -        |         |   |         | -        |   |   |   | 315,000 |   |
| Change in fair value of warrants and embedded       |   |         | -        |         |   |         | -        |   |   |   | - |   |
|    conversion feature                |   |         | (199,771 | )            |   |         | (167,000 | ) |   |   | 91,317 |   |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| Net change in:                                      |   |         |     |         |   |         |     |   |   |   |   |   |
| Deferred revenue                                    |   |         | -        |         |   |         | -        |   |   |   | 899 |   |
| Accounts payable and accrued liabilities            |   |         | (75,000  | )            |   |         | 14,500   |   |   |   | 526,924 |   |
| Accrued liabilities - related party                 |   |         | 164,303  |         |   |         | 308,630  |   |   |   | 1,921,396 |   |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| Cash flows used by operating activities             |   |         | (292,526 | )            |   |         | (48,108  | ) |   |   | (2,963,453 | ) |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                |   |
| Purchase of license                                 |   |         | -        |         |   |         | -        |   |   |   | (55,000 | ) |
| Proceeds from disposal of furniture and equipment   |   |         | -        |         |   |         | 5,343    |   |
| Purchase of furniture & equipment               |   |         | -        |         |   |         | -        |   |   |   | (20,883 | ) |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| Cash flows provided by investing activities         |   |         | -        |         |   |         | -        |   |   |   | (70,540 | ) |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                |   |
| Proceeds from issuance of common stock              |   |         | 156,078  |         |   |         | 37,500   |   |   |   | 1,884,976 |   |
| Proceeds from related party advances                |   |         | -        |         |   |         | -        |   |   |   | - |   |
| Proceeds from convertible debenture issued          |   |         | -        |         |   |         | -        |   |   |   | 1,500,000 |   |
| Payment of deferred finance cost                    |   |         | -        |         |   |         | -        |   |   |   | (315,000 | ) |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| Cash flows provided by financing activities         |   |         | 156,078  |         |   |         | 37,500   |   |   |   | 3,069,976 |   |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH                     |   |         | (136,448 | )            |   |         | (10,608  | ) |   |   | 35,983 |   |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| Cash, beginning of the period                       |   |         | 172,431  |         |   |         | 15,261   |   |   |   | - |   |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| Cash, end of the period                             |   | $            | 35,983   |         |   | $            | 4,653    |   |   | $ | 35,983 |   |
|                                                |   |         |     |         |   |         |     |   |   |   |   |   |
| Supplemental disclosure with respect to cash flows: |   |
| Cash paid for income taxes                          |   | $            | -        |         |   | $            | -        |   |   | $ | - |   |
| Cash paid for interest                              |   | $            | -        |         |   | $            | -        |   |   | $ | - |   |
| Non cash transactions                               |   |         |     |         |   |         |     |   |   |   |   |   |
| Issuance of common stock in connection              |   |
|     with recapitalization       |   | $            | -        |         |   | $            | -        |   |   | $ | 2,202 |   |
| Cumulative effect of change in accounting           |   |
|   principle on convertible notes          |   | $            | -        |         |   | $            | -        |   |   | $ | (49,541 | ) |
| Accounts payable write down                         |   | $            | -        |         |   | $            | -        |   |   | $ | 652,505 |   |
| Stock issued in exchange for:                       |   |         |     |         |   |         |     |   |   |   |   |   |
| Accrued salaries                                    |   | $            |     |         |   | $            |     |   |   | $ | 538,540 |   |
| Accounts payable                                    |   | $            |     |         |   | $            |     |   |   | $ | 7,810 |   |

----

----

Index

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

----

Index

|                        | As of September 30, 2013   |    |
|-----------------------------|----------------------------|---------|
|                        | Fair Value Measuring Using |    |
|                        |                       |    |   |   |   |   |   |   |   |   |   |   |   |   |
|                        |                       |    |   |   |   |   |   |   |   |   |   |   |   |   |
|                        | Carrying Value             |    |   | Level 1 |   |   | Level 2 |   |   | Level 3 |   |   | Total |   |
| Derivatives Liability       | $                          | 587,229 |   |   |   | - |   |   |   | - |   |   |   | 587,229 |   |   | $ | 587,229 |   |
|                        |                       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total Derivatives Liability | $                          | 587,229 |   |   |   | - |   |   |   | - |   |   |   | 587,229 |   |   | $ | 587,229 |   |
|                        |                       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

Index

|                                                             | Fair Value    |     |   |   |
|------------------------------------------------------------------|---------------|----------|--------|--------|
|                                                             | Measurements  |     |   |   |
|                                                             | Using Level 3 |     |   |   |
|                                                             | Inputs        |     |   |   |
|                                                             | Derivative    |     |   |   |
|                                                             | Liabilities   |     | Totals |   |
| Beginning Balance as of June 30, 2013                            | $             | 787,000  |   | $      | 787,000 |   |
| Total Gains or Losses (realized/unrealized) Included in Net Loss |          | (199,771 | )      |   | (199,771 | ) |
| Purchases, issuances and settelements                            |          | -        |   |   | - |   |
| Transfers in and/or out of Level 3                               |          | -        |   |   | - |   |
|                                                             |          |     |   |   |   |   |
| Ending Balance at September 30, 2013                             | $             | 587,229  |   | $      | 587,229 |   |
|                                                             |          |     |   |   |   |   |

|                              |   | September 30, 2013 |      |   | June 30, 2012 |   |
|-----------------------------------|--------|--------------------|-----------|--------|---------------|--------|
|                              |   |               |      |   |          |   |
| Convertible debenture             |   | $                  | 1,500,000 |   |          | $      | 1,500,000 |   |
| Debenture discount amortized      |   |               | -         |   |          |   | - |   |
| Debenture warrant value amortized |   |               | -         |   |          |   | - |   |
|                              |   |               |      |   |          |   |   |   |
|                              |   | $                  | 1,500,000 |   |          | $      | 1,500,000 |   |
|                              |   |               |      |   |          |   |   |   |

----

Index

----

Index

Item 2.  Management’s Plan of Operation

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Index

----

Index

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Index

----

Index

----

Index

Item 3.  Quantitative And Qualitative Disclosures About Market Risk

Item 4.  Controls and Procedures

----

Index

Item 1.  Legal Proceedings.

Item 1A. Risk Factors

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

|  (a) |  From July 1, 2013 to September 30, 2013, 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 conversion |
|----------------------|--------------------------|--------|-------------|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|--------------------------------------------|--------------------------------------|------------------------------------------------------------------------------------|
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |
| July  2013 | Common Stock             |   |        | 4,000,000 |                                                                                                                                             | Shares issued for services; no commissions paid                                       |                                       | Section 4(2); and/or Rule 506        |                                                                               | Not applicable. |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| August 2013          | Common Stock             |   |        | 200,000   |                                                                                                                                             | $10,000 cash received; no commissions paid                                            |                                       | Section 4(2); and/or Rule 506        |                                                                               | Not applicable. |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| August 2013          | Common Stock             |   |        | 2,612,500 |                                                                                                                                             | $104,500 cash received; no commissions paid                                           |                                       | Section 4(2); and/or Rule 506        |                                                                               | Not applicable. |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| August 2013          | Common Stock             |   |        | 1,700,000 |                                                                                                                                             | Shares issued for services; no commissions paid                                       |                                       | Section 4(2); and/or Rule 506        |                                                                               | Not applicable |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| August 2013          | Common Stock Warrant     |   |        | 312,500   |                                                                                                                                             | Warrants issued in addition to shares issued for cash of $12,500; no commissions paid |                                       | Section 4(2); and/or Rule 506        |                                                                               | $0.055 exercise price, expires August 14, 2015 |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| August 2013          | Common Stock Warrant     |   |        | 250,000   |                                                                                                                                             | Warrants issued in addition to shares issued for cash of $15,000; no commissions paid |                                       | Section 4(2); and/or Rule 506        |                                                                               | $0.06 exercise price, expires August 30, 2015 |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| August 2013          | Common Stock Warrant     |   |        | 1,250,000 |                                                                                                                                             | Warrants issued in addition to shares issued for cash of $50,000; no commissions paid |                                       |   Section 4(2); and/or Rule 506 |                                                                               | $0.055 exercise price, expires August 2, 2014 |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| September 2013       | Common Stock             |   |        | 500,000   |                                                                                                                                             | $30,000 cash received; no commissions paid                                            |                                       | Section 4(2); and/or Rule 506        |                                                                               | Not applicable. |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| September 2013       | Common Stock             |   |        | 312,500   |                                                                                                                                             | $25,000 cash received; no commissions paid                                            |                                       | Section 4(2); and/or Rule 506        |                                                                               | Not applicable. |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| September 2013       | Common Stock             |   |        | 187,500   |                                                                                                                                             | $7,500 cash received; no commissions paid                                             |                                       | Section 4(2); and/or Rule 506        |                                                                               | Not applicable. |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| September 2013       | Common Stock             |   |        | 300,000   |                                                                                                                                             | $15,000 cash received; no commissions paid                                            |                                       | Section 4(2); and/or Rule 506        |                                                                               | Not applicable. |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| September 2013       | Common Stock             |   |        | 766,668   |                                                                                                                                             | Shares issued in exchange for $30,667 of interest through September 1, 2013           |                                       | Section 4(2); and/or Rule 506        |                                                                               |   Not applicable. |
|                 |                     |   |        |      |                                                                                                                                             |                                                                                  |                                       |                                 |                                                                               |   |
| September 2013       | Common Stock Warrant     |   |        | 687,500   |                                                                                                                                             | Warrants issued in addition to shares issued for cash of $27,500; no commissions paid |                                       | Section 4(2); and/or Rule 506        |                                                                               | $0.062 exercise price, expires August 8, 2014 |

| (b)  | Rule 463 of the Securities Act is not applicable to the Company.                                                 |
|-----------|------------------------------------------------------------------------------------------------------------------|
| (c)       | In the three months ended September 30, 2013, there were no repurchases by the Company of its Common Stock. |

----

Index

Item 3. Defaults Upon Senior Securities. None

Item 4.  Mining Safety Disclosures 

Item 5.Other Information.

Item 6. Exhibits

| 2.1    | Agreement and Plan of Merger and Reorganization, dated as of October 15, 2008, by and among Quantum Materials 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 Form 8-K filed June 9, 2009)                                                                                                                 |
|   |                                                                                                                                                                                                                      |
| 4.12   | Amended Standstill Agreement dated June 1, 2009. (Incorporated by reference to Form 10-K filed for the year ended June 30, 2009.)                                                                                         |
|   |                                                                                                                                                                                                                      |
| 4.13   | Extension of Standstill Agreement dated October 29, 2009. (Incorporated by reference to Form 10-K filed for the year ended June 30, 2009.)                                                                                |

| 10.1    | License Agreement by and between William Marsh Rice University and Solterra Renewable Technologies, Inc. dated August 20, 2008.                                                                                                                                                         |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                    |
| 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.                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                    |
| 10.4    | Letters dated November 5, 2009 and November 5, 2009 amending Rice University Agreement. (Incorporated by reference to Form 10-K filed for the year ended June 30, 2009.)                                                                                                           |
|    |                                                                                                                                                                                                                                                                                    |
| 10.5    | Consulting Agreement between Steven Posner, Oceanus Capital and The issuer. (Incorporated by reference to Form 10-K filed for the year ended June 30, 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).                                                                                      |
|    |                                                                                                                                                                                                                                                                                    |
| 10.8    | Letter dated December 16, 2010 from Rice University amending the License Agreement contained in Exhibit 10.1 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended June 30, 2010.)                                                                   |
|    |                                                                                                                                                                                                                                                                                    |
| 10.9    | Amendment to Exclusive Patent License Agreement between University of Arizona and Solterra Renewable Technologies (i.e. amendment to exhibit 10.7). (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended June 30, 2010 filed on February 14, 2011.) |
|    |                                                                                                                                                                                                                                                                                    |
| 10.10   | Amended License Agreement by and between William Marsh Rice University and Solterra Renewable Technologies, Inc. (Incorporated by reference to Form 8-K dated September 19, 2013)                                                                                                       |
|    |                                                                                                                                                                                                                                                                                    |
| 10.11   | License Agreement by and between William Marsh Rice University and Quantum Materials Corp. (Incorporated by reference to Form 8-K dated September 19, 2013)                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                    |
| 10.12   | Second Amendment to Issuer’s Agreement with University of Arizona. (Incorporated by reference to Form 10-K for the fiscal year ended June 30, 2012)                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                    |
| 10.13   | Employment Agreement – Stephen Squires. (Incorporated by reference to Form 8-K filed January 23, 2013)                                                                                                                                                                            |
|    |                                                                                                                                                                                                                                                                                    |
| 10.14   | Employment Agreement – David Doderer (Incorporated by reference to Form 8-K filed January 23, 2013)                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                    |
| 21.1    | Subsidiaries of Registrant listing state of incorporation (Incorporated by reference to Form 10-K for fiscal year ended June 30, 2011)                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                    |
| 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.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 **                                                                                                                                                                                                                                                                |

----

Index

SIGNATURES

|                                | QUANTUM MATERIALS CORP. |                        |
|-------------------------------------|-------------------------|-----------------------------|
|                                |                    |                        |   |
| November 14, 2013    | By:                     | /s/ Stephen Squires    |   |
|                                |                    | Stephen Squires,            |   |
|                                |                    | Principal Executive Officer |   |
|                                |                    |                        |   |

|                                |   |                        |   |
|-------------------------------------|--------|-----------------------------|--------|
| November 14, 2013    | By:    | /s/ Chris Benjamin     |   |
|                                |   | Chris Benjamin,             |   |
|                                |   | Principal Financial Officer |   |
|                                |   |                        |   |