UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Quantum Materials Corp.

 

(Name of Issuer)

Common Stock, par value $.001

 

(Title of Class of Securities)

74766A106

 

(CUSIP Number)

David Skriloff
c/o MKM Capital Advisors, LLC

1410 Broadway, 23rd Floor

New York, NY  10018

212-677-9026

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 30, 2014

 

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
         
CUSIP No. 74766A106   13G   Page 2 of 9 Pages
         
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MKM Capital Advisors, LLC

 

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
-0-
  6.   SHARED VOTING POWER
 
23,825,000
  7.   SOLE DISPOSITIVE POWER
 
-0-
  8.   SHARED DISPOSITIVE POWER
 
23,825,000
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,825,000		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.25%		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO		    
         
 
 
         
CUSIP No. 74766A106   13G   Page 3 of 9 Pages
         
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MKM Opportunity Fund, Ltd.

 

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands		    
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
-0-
  6.   SHARED VOTING POWER
 
20,725,000
  7.   SOLE DISPOSITIVE POWER
 
-0-
  8.   SHARED DISPOSITIVE POWER
 
20,725,000
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,725,000		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.05%		    
12.   TYPE OF REPORTING PERSON (see instructions)

FI		    
         
 
 
         
CUSIP No. 74766A106   13G   Page 4 of 9 Pages
         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

David Skriloff 		   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. Citizen		    
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
-0-
  6.   SHARED VOTING POWER
 
23,825,000
  7.   SOLE DISPOSITIVE POWER
 
-0-
  8.   SHARED DISPOSITIVE POWER
 
23,825,000
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,825,000		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.25%		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    
         
 
 
         
CUSIP No. 74766A106   13G   Page 5 of 9 Pages
         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MKM SP1, LLC		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
-0-
  6.   SHARED VOTING POWER
 
3,100,000
  7.   SOLE DISPOSITIVE POWER
 
-0-
  8.   SHARED DISPOSITIVE POWER
 
3,100,000
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,100,000		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO		    
         
 
 
         
CUSIP No. 74766A106   13G   Page 6 of 9 Pages

Item 1.

  (a)

Name of Issuer

Quantum Materials Corp.

     
  (b)

Address of Issuer’s Principal Executive Offices


3055 Hunter Road

San Marcos, TX 78666

Item 2.

  (a)

Name of Person Filing

This statement is filed by MKM Opportunity Master Fund, Ltd., a Cayman Islands exempted company (“MKM Opportunity”), MKM Capital Advisors, LLC, a Delaware limited liability company (“MKM Capital”), MKM SP1, LLC, a Delaware limited liability company (“MKM SP1”) and David Skriloff. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
     
  (b)

Address of the Principal Office or, if none, residence

MKM Opportunity

c/o MKM Capital Advisors, LLC

1410 Broadway, 23rd Floor

New York, NY 10018

 

MKM Capital

c/o MKM Capital Advisors, LLC

1410 Broadway, 23rd Floor

New York, NY 10018

 

MKM SP1

c/o MKM Capital Advisors, LLC

1410 Broadway, 23rd Floor

New York, NY 10018

 

David Skriloff

c/o MKM Capital Advisors, LLC

1410 Broadway, 23rd Floor

New York, NY 10018

     
  (c)

Citizenship:

MKM Opportunity is a Cayman Islands corporation.

 

MKM Capital is a Delaware limited liability company.

 

MKM SP1 is a Delaware limited liability company.

 

David Skriloff is a United States citizen.

     
  (d)

Title of Class of Securities

 

Common Stock, par value $.001

     
  (e)

CUSIP Number


74766A106

 
 
         
CUSIP No. 74766A106   13G   Page 7 of 9 Pages

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

         
  (a)   Amount beneficially owned:    

 

  Reporting Person Shares
  MKM Opportunity

20,725,0001

  MKM Capital

23,825,000

 

MKM SP1

 3,100,000
  David Skriloff 23,825,000

         
  (b)   Percent of class:    

 

  Reporting Person Percentage2
  MKM Opportunity

8.05%

  MKM Capital

9.25%

 

MKM SP1

1.2%

  David Skriloff 9.25%

         
  (c)   Number of shares as to which the person has:  
         
      (i)

Sole power to vote or to direct the vote:  

 

-0- 

         
      (ii) Shared power to vote or to direct the vote:  

 

  Reporting Person Shares
  MKM Opportunity

20,725,0001

  MKM Capital

23,825,000

 

MKM SP1

 3,100,000
  David Skriloff 23,825,000
 
 
         
CUSIP No. 74766A106   13G   Page 8 of 9 Pages
         
      (iii)

Sole power to dispose or to direct the disposition of:

 

-0-

         
      (iv) Shared power to dispose or to direct the disposition of:  

  Reporting Person Shares
  MKM Opportunity

20,725,0001

  MKM Capital

23,825,000

 

MKM SP1

3,100,000

  David Skriloff 23,825,000

MKM Capital serves as investment manager to MKM Opportunity and MKM SP1, and, as such, may be deemed to hold an indirect beneficial interest in the shares of common stock that are directly beneficially owned by MKM Opportunity and MKM SP1. David Skriloff is the managing member of MKM Capital and the portfolio manager of MKM Opportunity and MKM SP1, and, as such, may be deemed to hold an indirect beneficial interest in the shares of Common Stock that are directly beneficially owned by MKM Opportunity and MKM SP1. Based on the foregoing, David Skriloff and MKM Capital hold shared dispositive power of shares owned by MKM Opportunity and MKM SP1. Each Reporting Person disclaims beneficial ownership of all securities other than those owned of record by such Reporting Person.

1Consists of (i) 19,000,000 shares of common stock; and (ii) a warrant (“Warrant”) to purchase 1,625,000 shares of the Company’s common stock. The Warrant contains a 9.99% beneficial ownership blocker.

2 Based on 257,459,909 shares of common stock issued and outstanding according to Issuer’s 10Q filed on May 15, 2014 for the quarter ending April 30, 2014.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     o.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 Not applicable. 

Item 8.  Identification and Classification of Members of the Group.

 See Exhibit 1.

Item 9.  Notice of Dissolution of Group.

 Not applicable.

Item 10.  Certification.

         
      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.  
 
 
         
CUSIP No. 74766A106   13G   Page 9 of 9 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

       
    MKM OPPORTUNITY MASTER FUND, LTD.
       
Dated: October 14, 2014 By: /s/ David Skriloff
    Name:  David Skriloff
    Title: Portfolio Manager
       
   

MKM SP1, LLC.

       

Dated: October 14, 2014

   By:

/s/ David Skriloff

    Name:

David Skriloff

    Title:

Portfolio Manager

       
    MKM CAPITAL ADVISORS, LLC
       
Dated: October 14, 2014   By: /s/ David Skriloff
    Name: David Skriloff
    Title: Managing Manager
       
Dated: October 14, 2014   /s/ David Skriloff
    DAVID SKRILOFF
 


 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Quantum Materials Corp., a Nevada corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 7, 2014.

       
    MKM OPPORTUNITY MASTER FUND, LTD.
       
Dated: October 14, 2014 By: /s/ David Skriloff
    Name:  David Skriloff
    Title: Portfolio Manager
       
   

MKM SP1, LLC.

       

Dated: October 14, 2014

   By:

/s/ David Skriloff

    Name:

David Skriloff

    Title:

Portfolio Manager

       
    MKM CAPITAL ADVISORS, LLC
       
Dated: October 14, 2014   By: /s/ David Skriloff
    Name: David Skriloff
    Title: Managing Manager
       
Dated: October 14, 2014   /s/ David Skriloff
    DAVID SKRILOFF