UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2014

 

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

 

Commission file number: 000-52956

 

QUANTUM MATERIALS CORP.

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

 

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

 

3055 Hunter Road

San Marcos, TX 78666

 (Address of principal executive offices)

 

 

214-701-8779

 (Registrant's telephone number)

 

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

 

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit and post such file). Yes [ 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, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

 

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

 

As of October 20, 2014, the issuer had 264,266,266 shares of common stock, $0.001 par value per share outstanding ("Common Stock").

 

 

  

INDEX

 

 

PART 1 – FINANCIAL INFORMATION Page
   
Item 1.  Financial Statements 3
   
Consolidated balance sheets as of  September 30, 2014 (unaudited) and June 30, 2014 3
   
Consolidated statements of operations, for the three months ended September 30, 2014 and 2013 (unaudited) 4
   
Consolidated statements of cash flows for the three months ended September 30, 2014 and 2013 (unaudited) 5
   
Notes to consolidated financial statements (unaudited) 6
   
Item 2.  Management’s Plan of Operation. 13
   
Item 3. Quantitative and Qualitative Disclosures and Market Risk 19
   
Item 4.  Controls and Procedures 19
   
PART 2 – OTHER INFORMATION  
   
Item 1.  Legal Proceedings 20
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
   
Item 3.  Defaults upon Senior Securities 21
   
Item 4.  Removed and reserved. 21
   
Item 5.  Other Information 21
   
Item 6.  Exhibits 22
   
Signatures 23

 

 

2

 

FINANCIAL INFORMATION

Item 1. Financial Statements

 

Quantum Materials Corp.

CONSOLIDATED BALANCE SHEETS

   September 30    June 30 
   2014    2014 
    (Unaudited)      
ASSETS          
Current          
Cash  $363,454   $185,811 
Debenture Receivable   100,200      
           
Total current assets   463,654    185,811 
           
Licenses   184,947    52,250 
Furniture and equipment, net of accumulated deprecation of $20,659   338,378    295,926 
           
Total assets  $986,979   $533,987 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current liabilities          
Accounts payable and accrued liabilities  $9,800   $59,278 
Accrued liabilities - related party   765,748    784,164 
Accrued expenses   122,500    122,500 
Deferred revenue   899    899 
Fair value of derivative liabilities   1,307,790    1,871,337 
Convertible debenture current portion   500,000    500,000 
           
Total current liabilities   2,706,737    3,338,178 
           
Convertible note, net of discount   508,241    324,317 
           
Total liabilities   3,214,978    3,662,495 
           
Stockholders' deficit          
Common stock, $0.001 par value,          
400,000,000 shares authorized,          
Issued and outstanding 262,016,266 and 256,582,767, respectively   262,017    256,583 
Additional paid-in capital   19,283,664    18,290,201 
Deficit accumulated during the development stage   (21,770,930)   (21,675,292)
           
Total stockholders' deficit   (2,225,249)   (3,128,508)
           
Total liabilities and stockholders' deficit  $989,729   $533,987 
           
          

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

3

 

Quantum Materials Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ending September 30, 2014 and September 30, 2013

(unaudited)

 

 

 

             
    Three months ended  
    September 30  
    2014     2013  
             
Operating expenses:            
General and administrative   $ 431,135     $ 559,324  
Research and development     31,390       3,892  
                 
Total operating expenses     462,525       563,216  
                 
Loss from operations     (462,525 )     (563,216 )
                 
Other expenses (income):                
Change in fair value of derivative liabilities     (563,547 )     (199,771 )
Interest expense     196,660       38,334  
                 
Total other expenses / (income)     (366,887 )     (161,437 )
                 
Net income / (loss)   $ (95,638 )   $ (401,779 )
                 
Basic and diluted loss per common share   $ (0.00 )   $ (0.00 )
                 
Weighted average number of common          
shares outstanding     257,609,341       194,045,427  
                 
                 

 

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

 

4

 

Quantum Materials Corp.

  CONSOLIDATED STATEMENTS OF CASH FLOWS    

  For the three months ending September 30, 2014 and September 30, 2013  

  Three months  Three months
  ended  ended
  September 30  September 30
  2014  2013
CASH FLOWS FROM OPERATING ACTIVITIES      
Net loss  $(95,638)  $(401,779)
Adjustments to reconcile net loss to net cash          
used in operating activities:          
Stock issued for services   25,000    181,388 
Stock issued for debenture interest   12,726    38,333 
Beneficial conversion feature   171,976      
Depreciation of furniture and office equipment   12,386    —   
Amortization of deferred finance cost   11,947    —   
Change in fair value of warrants and embedded          
   conversion feature   (563,547)   (199,771)
Net change in operating assets and liabilities:          
Accounts payable   (49,478)   (75,000)
Accrued liabilities - related party   (18,416)     
Deferred revenue   —      164,303 
Cash flows used by operating activities   (493,044)   (292,526)
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of license   (137,743)   —   
Purchase of furniture & equipment   (52,541)   —   
Cash flows provided by investing activities   (190,284)   —   
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from issuance of common stock   586,121    156,078 
Proceeds from convertible debenture issued   274,850    —   
Cash flows provided by financing activities   860,971    156,078 
NET INCREASE (DECREASE) IN CASH   177,643    (136,448)
Cash, beginning of the period   185,811    172,431 
Cash, end of the period  $363,454   $35,983 
Supplemental disclosure with respect to cash flows:          
Cash paid for income taxes  $—     $—   
Cash paid for interest  $—     $—   
Non cash transactions          
Warrants issued with debt, allocated deferred financing costs  $ 203,074   $— 

 

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

5

 

QUANTUM MATERIAL CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

 

 Note 1. Summary of Significant Accounting Policies

 Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial statements. Accordingly, our interim statements do not include all of the information and disclosures required for our annual financial statements. In the opinion of our management, the consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of these interim results. These consolidated financial statements should be read in conjunction with our consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended June 30, 2014. The results for the three months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year ending June 30, 2015.

Since November 4, 2008, the Company has changed its business plans and is no longer intending to pursue the mining of mineral rights located in Nevada. The Company intends to pursue the business plans of its subsidiary, Solterra Renewable Technologies, Inc. (“Solterra”).  The following is a brief business overview of Solterra.

 

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

 

Going Concern

The Company recorded losses from continuing operations in the current period presented. Current liabilities exceed current assets, resulting in a negative net worth and accumulated deficits. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to reverse negative operating trends, raise additional capital, and obtain debt financing.

Management has revised its business strategy to include expansion into other lines of business. In conjunction with the anticipated new revenue streams, management is currently negotiating new debt and equity financing, the proceeds from which would be used to settle outstanding debts at more favorable terms, to finance operations, and to develop its business plans. However, there can be no assurance that the Company will be able to raise capital, obtain debt financing, or improve operating results sufficiently to continue as a going concern.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

Note 2. Derivatives and Fair Value

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

ASC 825-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 825-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 describes three levels of inputs that may be used to measure fair value:  Level 1  – Quoted prices in active markets for identical assets or liabilities;  Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and  Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company’s Level 3 liabilities consist of the derivative liabilities associated with the November 4, 2008 note.  At June 30, 2012, all of the Company’s derivative liabilities were categorized as Level 3 fair value assets. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

6

 

 Level 3 Valuation Techniques

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.  Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation.  At the date of the original transaction, we valued the convertible note that contains down round provisions using a lattice model, with the assistance of a valuation consultant, for which management understands the methodologies. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of July 1, 2009.  Using assumptions, consistent with the original valuation, the Company has subsequently used the Black-Scholes model for calculating the fair value, as of June 30, 2014 and 2013.   The fair value of the derivatives as of July 1, 2009 upon implementation of ASC 815-40-15 was estimated by management to be $495,912.  As part of implementing ASC 815-40-14 the Company decreased the accumulated deficit by $162,643 and decreased additional paid in capital by $212,184 and increased the discount on the convertible debenture by $446,371.  The adjustment to the accumulated deficit was a result of the interest expense recorded in connection with the original derivative liability and the reversal of prior amortization expense, and the change in fair value of the derivative liability as of July 1, 2009.   

                
   As of September 30, 2014
   Fair Value Measuring Using
                
    Carrying Value    Level 1    Level 2    Level 3    Total 
Derivatives Liability  $1,307,790    —      —      1,307,790   $1,307,790 
                          
Total Derivatives Liability  $1,307,790    —      —      1,307,790   $1,307,790 

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the first three months of fiscal year 2014:

 

7

 

    Fair Value       
     Measurements      
    Using Level 3      
    Inputs      
    Derivative        
    Liabilities     Totals 
Beginning Balance as of June 30, 2014  $1,871,337   $1,871,337 
Total Gains or Losses (realized/unrealized) Included in Net Loss   (563,547)   (563,547)
Purchases, issuances and settelements   —      —   
Transfers in and/or out of Level 3   —      —   
           
Ending Balance at September 30, 2014  $1,307,790   $1,307,790 

 

Note 3.  Convertible debentures

Balance of convertible debenture issued in 2008 consist of the following as of June 30, 2014 and June 30, 2013:

 

    2014   2013
Convertible debenture issued 2008   $ 1,500,000     $ 1,500,000  
Debenture discount     (1,500,000 )     (1,500,000 )
Debenture discount amortized     1,500,000       1,500,000  
Debenture converted to shares     (1,000,000 )     —    
Convertible debenture, current portion   $ 500,000     $ 1,500,000  

 

On November 4, 2008, Quantum Materials Corp entered into a Securities Purchase Agreement, Debenture, Security Agreement, Subsidiary Guarantee Agreement, Registration Rights Agreement, Escrow Agreement, Stock Pledge Agreement and other related transactional documents (the “Transaction Documents”) to obtain $1,500,000 in gross proceeds from three non-affiliated parties (collectively hereinafter referred to as the “Lenders”) in exchange for 3,525,000 restricted shares of Common Stock of Quantum Materials Corp (the “Restricted Shares”) and Debentures in the principal amount aggregating $1,500,000. Each Debenture originally had a term of three years maturing on November 4, 2011 bearing interest at the rate of 8% per annum and is prepayable by Quantum Materials Corp at any time without penalty, subject to the Debenture holders’ conversion rights.  In 2011, the Company obtained annual one year extension of the maturity date of the Debentures through November 4, 2014. In partial consideration of such a loan extension, the Company agreed to issue to the Debenture holders warrants to purchase an aggregate of 2,000,000 shares of Common Stock exercisable at $.10 per share. These Warrants contain cashless exercise provisions in the event that there is no current registration statement filed. The maturity date was extended to November 4, 2014 in June 2013 and the conversion price per share was lowered as described below.

In recognition of the 3,525,000 shares issued at origination, the Company recorded a discount of $1,155,826.  The discount is made up of two components: $577,913 related to the discount for the relative fair value of the shares issued; and $577,913 related to a beneficial conversion feature. The discount was amortized over the 3 year life of the debenture, using the interest rate method and recorded as interest expense. Each Debenture is convertible at the option of each Lender into Quantum Materials Corp’s Common Stock (the “Debenture Shares”, which together with the Restricted Shares shall collectively be referred to as the “Securities”) at a conversion price of $.2667 per share (the “Conversion Price”).   In October 2010, the conversion price was decreased to $0.12 per share and in June 2013, the conversion price was lowered to $.06 per share.

 The Registration Rights Agreement requires Quantum Materials Corp to register the resale of the Securities within certain time limits and to be subject to certain penalties in the event Quantum Materials Corp fails to timely file the Registration Statement, fails to obtain an effective Registration Statement or, once effective, to maintain an effective Registration Statement until the Securities are saleable pursuant to Rule 144 without volume restriction or other limitations on sale.  The Debentures are secured by the assets of Quantum Materials Corp and are guaranteed by Solterra as Quantum Materials Corp’s subsidiary. To date, no registration statement has been filed by the Company or demanded by the Debenture Holders.

 

On June 30, 2014, $1 million of the Debentures were converted into 16,666,667 common shares. The remaining $500,000 of Debentures is currently due on November 4, 2014 and is convertible at $.06 per share, subject to anti-dilution protection for stock splits, stock dividends, combinations, reclassifications and sale of Quantum Materials Corp’s Common Stock a price below the Conversion Price.  Certain changes of control or fundamental transactions such as a merger or consolidation with another company could cause an event of default under the Transaction Documents.  As of the filing date of this Form 10-K, the Company believes it is in compliance with terms of the Transaction Documents and Debenture Holders have taken no action under the Transaction Documents to accelerate the payment date under the Debentures or any other rights or remedies that they may have thereunder.

 

8

 

The Transaction Documents include a Stock Pledge Agreement pursuant to which Stephen Squires, the Company's Chief Executive Officer, had pledged 20,000,000 shares of our Common Stock to the Debenture holders (the “Holders”). The 20,000,000 shares which were the subject of a Pledge Agreement were released to Mr. Squires following the debt conversion described above.  

 

The Company has also issued shares, on a quarterly basis, for interest that has accrued on the outstanding debt.

 

In accounting for the above convertible debentures, the Company has recognized a derivative liability associated with the conversion feature, in the amount of $1,307,790 and $1,871,337, as of September 30, 2014 and June 30, 2014, respectively.

 

Convertible Notes

 

Balance of convertible notes issued in 2014 consist of the following as of:

 

   September 30, 2014  June 30, 2014
Convertible debenture, face value of $400,000, issued February 6, 2014, 8.0% interest rate, maturing January 31, 2016, convertible at $0.04, debt discount of $95,603, net of accumulated accreted interest of $21,333  $336,265   $324,317 
Convertible debentures, six (6) identical issues, aggregate face value of $375,050, issued September 18, 2014, 6.0% interest rate, maturing September 18, 2019, convertible at $0.15, debt discount of $203,074, net of accumulated accreted interest $0   171,976    —   
Total convertible debentures   508,241    324,317 
Convertible debt, current portion   —      —   
  Convertible debt, long-term portion  $508,241   $324,317 

 

 February 2014 Convertible Note:

 

On February 6, 2014, the Company entered into a Securities Purchase Agreement, Debenture, Security Agreement, Subsidiary Guarantee Agreement, Registration Rights Agreement, Escrow Agreement, Stock Pledge Agreement and other related transactional documents (the “Transaction Documents”) to obtain $400,000 in gross proceeds from two non-affiliated parties (collectively hereinafter referred to as the “Lenders”) in exchange for 5,000,000 common stock warrants exercisable at $.06 per share through December 31, 2016.  The Debenture has a term of two years maturing on January 31, 2016. The Debenture bears interest at the rate of 8% per annum and is pre-payable by the Company at any time without penalty, subject to the Debenture holders’ right of conversion at a conversion price of $.04 per share.  The debt is secured by a security interest in certain microreactor equipment.  Pursuant to the Securities Purchase Agreement, the investor has certain preferential rights to fund a second microreactor at a cost of up to $650,000. In the event of a second investment, the investor would receive warrants to purchase up to 8,125,000 shares, exercisable at $.06 per share with the second Debenture convertible at a conversion price of $.06 per share. The Agreement also provides for the investor to have the right to appoint one member to the Company’s Board of Directors in the event that any one of the aforementioned Debentures are converted into Common Stock of the Company.

 

In accounting for the above convertible debentures, the Company allocated the fair value of the warrants to the proceeds received and has recognized a beneficial conversion expense of $115,603, warrant expense of $95,603 recorded as debt financing costs, and interest expense of $19,920 for the year ended June 30, 2014. The debt discount or deferred financing costs are amortized using the effective interest rate method over the life of the loan terms, twenty-four months.

 

The debenture funds are held in escrow and released as progress payments are made on the microreactor construction.  The funds which have been released as payment are originally classified as Deposits on Assets, until such time that the microreactor was put in service. The amounts are now classified as the Microreactor Equipment.

 

September 2014 Convertible Note

 

On September 18, 2014, the Company entered into a Convertible Debenture Agreements to obtain a total of $375,050 in gross proceeds from five non-affiliated parties (collectively hereinafter referred to as the “Lenders”).  The Debenture has a term of five years maturing on September 18, 2019. The Debenture bears interest at the rate of 6% per annum and is pre-payable by the Company at any time without penalty. The Debenture holders’ have the right of conversion at a conversion price of $.15 per share at any date, and will receive an equal number of warrants (2,500,333) having a strike price of $.30 per share.

 

In accounting for the above convertible debentures, the Company allocated the fair value of the warrants to the proceeds received and has recognized a beneficial conversion expense of $171,976, warrant expense of $203,074 recorded as debt financing costs, and interest expense of $0 for the three months ended September 30, 2014. The debt discount or deferred financing costs are amortized using the effective interest rate method over the life of the loan terms, sixty months.

 

9

 

 Note 4. Related party transactions

The Company expensed management fees to the CEO / major shareholder as well as other related party executives of $147,000 and $1,010,737 in the three months ended September 30, 2014 and the year ended June 30, 2014, respectively.  The Company makes payments or issues shares in exchange for these accrued compensation. Accrued liabilities to related party was $765,748 and $784,164 as of September 30, 2014 and June 30, 2014, respectively.

During the three months ended September 30, 2014 the Company recorded $2,880 of rent expense for the use of executive office space in the home of the CEO / major shareholder, $nil was paid and $2,880 was accrued.

Note 5.  Common stock

In July 2014, the Company had the following issuances of common stock:

240,385 shares at $0.21 in exchange for cash of $50,000;

766,667 shares at $0.06 in exchange for cash of $46,000;

 

In August 2014, the Company had the following issuances of common stock:

 

240,000 shares at $0.06 in exchange for cash of $14,400;

262,034 shares at $0.23 in exchange for cash of $60,000;

 

In September 2014, the Company had the following issuances of common stock:

 

320,000 shares at $0.18 in exchange for cash of $57,600;

249,999 shares at $0.10 in exchange for cash of $25,000;

300,000 shares at $0.067 in exchange for cash of $20,000;

138,899 shares at $0.18 in exchange for services valued at $25,000

400,000 shares at $0.05 in exchange for cash of $20,000;

538,462 shares at $0.065 in exchange for cash of $35,000;

1,617,362 shares at $0.13 in exchange for cash of $210,000

 

In the three months ended September 30, 2014 the Company issued 52,154 shares of the Company’s restricted Common Stock to pay $12,726 of accrued interest payable on the 8% Debenture.  

 

Note 6.  Commitments and Contingencies

 

Contingency

 

Certain default clauses related to the various agreements discussed in Item 2 (Management’s Plan of Operation) would result in a change of control of the board of directors.  Certain debt holders would have the option to appoint independent members to the board under such default.

 

License Agreement - Work-Study Arrangements

License Agreement with Rice University

 

On August 20, 2008, Solterra entered into a License Agreement with Rice University.  In August 2013, Solterra entered into an amended License Agreement and Quantum Materials entered into a new License Agreement with Rice. Rice is the owner of certain inventions and patent applications, know-how and rights pertaining to the synthesis of uniform nanoparticle shapes with high selectivity.  We have obtained the exclusive rights to license and sublicense (subject to Rice’s consent, which shall not be unreasonably withheld), develop, manufacture, market and exploit Rice’s inventions, patent applications and any issued patents in the case of Solterra, for the manufacture and sale of photovoltaic cells and photovoltaic applications and in the case of Quantum Materials for the manufacture and sale of quantum dots for electronic and medical applications (excluding photovoltaic applications). With respect to Rice’s patent applications, Rice made a provisional filing for an invention disclosure titled “synthesis of uniform nanoparticle shapes with high selectivity” with the United States Patent and Trademark Office on April 13, 2007 and a subsequent utility filing on April 11, 2008 under the Patent Cooperation Treaty (“PCT”). PCT enables the U.S. applicant to file one application, "an international application," in a standardized format in English in the U.S. Receiving Office (the U.S. Patent and Trademark Office), and have that application acknowledged as a regular national or regional filing in any State or region that is party to the PCT. Dr. Michael Wong is a director of our company and is the inventor of Rice’s patent application licensed by Solterra.

10

 

Our initial agreement with Rice requires the payment of certain patent fees to Rice and for us to acquire additional funding and to meet certain milestones by specific dates.  Rice and the Company recently established new milestones for the Company to achieve in the months and years ahead, the failure of which could lead to the termination of the license agreement.

 

Rice is entitled to receive during the term of each License Agreement certain royalties under the License Agreement of adjusted gross sales (as defined) ranging from 2% to 4% for photovoltaic cells and 7.5% of adjusted gross sales for quantum dots sold in electronic and medical applications. Minimum royalties payable under the License Agreement include $29,450 due January 1, 2015, $217,000 due January 1, 2016, $648,750 due January 1, 2017, $2,038,500 due January 1, 2018 and $3,738,600 due January 1, 2019 and each January 1 of every year thereafter, subject to adjustments for changes in the consumer pricing index.  The term of the License Agreement is to expire on the expiration date of Rice’s rights in its intellectual property and the Licensee’s rights are worldwide. Our Agreement, as amended, with Rice provides for termination of each Agreement in the event that we are determined to be insolvent as defined in the Agreements.

 

Agreement with Arizona State University

 

Solterra had an agreement with Arizona State University (“ASU”) pursuant to which ASU at a cost of $835,000 will assist Solterra under the direction of Dr. Ghassan Jabbour in scaling up or optimizing the solar cells so that they can be printed. As of June 30, 2010, $630,000 of these costs in this agreement have been incurred and a further $205,000 were to accrue before the end of the fiscal year ended June 30, 2010.  During February 2010, Dr. Jabbour accepted a Directorship at the King Abdullah University of Science and Technology (KAUST), in Saudi Arabia, as a result of Dr. Jabbour now being located in Saudi Arabia it is no longer logistically feasible for him to conduct the development work at ASU. We have paid ASU $175,000 under our contract with ASU.  Dr. Jabbour is continuing his development work at the KAUST facilities and we have attempted to negotiate a substantially reduced fee payable to ASU.  Dr. Jabbour is also our Chief Science Officer and is an employee of QMC/Solterra. 

 

Agreement with University of Arizona

 

Solterra has entered into an exclusive Patent License Agreement with the University of Arizona ("UA") to license US Patent # 7,015,052, which was issued on March 21, 2006, entitled “Screen Printing Techniques for the Fabrication of Organic Light - Emitting Diodes”. Pursuant to the License Agreement, Solterra has an exclusive license to market, sell and distribute licensed products within its field of use which is defined as organic light emitting diodes in printed electronic displays and all other printed electronic components. Solterra has the right to grant sublicenses with respect to the licensed product and the license method (as defined in the agreement). Pursuant to said agreement, as amended, we are obligated to pay minimum annual royalties of $5,000 by June 30, 2012, $25,000 by December 31, 2013, $50,000 by December 31, 2014, $125,000 by June 30, 2015 and $200,000 on each June 30th thereafter, subject to adjustments for increases in the Consumer Price Index.  Royalties based on net sales are 2% of net sales of licensed products for non-display electronic component applications and 2.5% of net sales of licensed products for printed electronic displays. Our Agreement with UA may be terminated by UA in the event that we are in breach of any provision of this Agreement and said breach continues for 60 days after receiving written notice. Our Agreement with UA will also automatically terminate if Solterra becomes insolvent or unable to pay its debts as they become due. We can provide no assurances that we will be able to meet our obligations under our Agreement with UA. Termination of our Agreement with UA could materially adversely affect our operations.

 

Agreement with Virginia Tech Intellectual Properties

 

Quantum Materials has entered into an exclusive Option Agreement with Virginia Tech Intellectual Properties (VA Tech) to evaluate US Patent #61/906,927, entitled “Fabrication of Physically Unclonable Functions via Additive Manufacturing”. Pursuant to the Option Agreement, Quantum has a 12 month period to evaluate the usefulness of the above mentioned patent and to provide VA Tech with its desire to obtain the patent, along with Quantums plan for developing such patent into products or processes for public use. Quantum paid $10,000 in Q4 of FY 2014 for the 12 month option. Our agreement will terminate automatically on May 23, 2015 if Quantum has not yet expressed its desire to fully license the patent, or provide VA Tech with a plan on how it will develop the patent into a product or process.

 

Agreement with Texas State University

 

Quantum Materials has entered into a Memorandum of Understanding (MOU) with Texas State University (TSU) for the purpose of formalizing a collaboration in which TSU will support Quantums efforts to commercialize Quantum Dot materials. Both parties agree to cooperate in a mutually beneficial arrangement, in which TSU will provide access to facilities, faculty and students in several departments, with Quantum providing internship opportunities and business growth opportunities in the San Marcos, Texas area. The MOU expires on December 31, 2016, and either party can terminate the MOU with 30 days written notice.

 

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Employment agreements

The Company has two employment agreements in effect.  The CEO and Vice President of Research and Development each has a five year agreement which started in January 2013.   

Note 7.  Warrants

No warrants were issued in the three month period ending September 30, 2014, except as disclosed in convertible notes, issued and dated September 18, 2014.

Note 8.  Litigation

In Q4 of FY 2014, the Company commenced an action against Robert Allan Glass in Federal Court in Austin, Texas regarding the termination of his employment agreement. The Company seeks to recover all common stock and cancel all options issued to Mr. Glass as part of his employment agreement. Mr. Glass has filed a counterclaim against the Company alleging breach of contract of the employment agreement seeking allegedly unpaid compensation.

 

Note 9.  Subsequent events

 

In October 2014, the Company received the $100,200 debenture receivable reflected on the Company’s balance sheet. In October 2014, the Company also entered into a one-year extension of its Corporate Advisory Consulting Agreement and agreed to issue 2,000,000 shares of restricted Common Stock. The Company’s Board of Directors also approved a six-month Investor Relation Agreement pursuant to which the Company would pay a $6,000 per month retainer and a one-time issuance of 250,000 shares of restricted Common Stock. The agreement contained a six-month renewal provision.

 

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Item 2.  Management’s Plan of Operation

 

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

 

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

 

The following discussion should be read in conjunction with the Company's financial statements and notes thereto included elsewhere in this Form 10-Q and our Form 10-K filed September 29, 2014 for the fiscal year ended June 30, 2014.  Except for the historical information contained herein, the discussion in this Form 10-Q contains certain forward looking statements that involve risks and uncertainties, such as statements of the Company's plans, objectives, expectations and intentions.  The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear herein.  The Company's actual results could differ materially from those discussed here.

 

The financial information furnished herein has not been audited by an independent accountant; however, in the opinion of management, all adjustments (only consisting of normal recurring accruals) necessary for a fair presentation of the results of operations for the period ended September 30, 2014 have been included.

 

Business Overview

 

QMC is a nanotechnology company specializing in the design, development, production and supply of tetrapod quantum dots (“TQDs”), a high performance variant of quantum dots, for a range of applications in the life sciences, optoelectronics, photovoltaics, lighting, security ink and sensor sectors of the market. QMC owns 100% of Solterra Renewable Technologies, Inc. (“Solterra”), an operating subsidiary that is focused on the photovoltaic (solar cell) market. 

 

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Quantum dots are tiny nanoparticles of a semiconductor material which emit light, or fluoresce, when excited with energy. The color of light emitted varies depending on the size of the quantum dot so that photonic emissions can be tuned by the creation of quantum dots of different sizes. Their unique properties as highly efficient, next generation semiconductors have led to the use of quantum dots in a range of electronic and other applications, including in the biomedical, display and lighting industries. Quantum dots also have applications in solar cells, where their characteristics enable conversion of light energy into electricity, with the potential for significantly higher efficiencies and lower costs than existing technologies, thereby creating the opportunity for a step change in the solar energy industry through the use of quantum dots in printed photovoltaic cells.

 

The Company has the exclusive license to a patented chemical process that permits it to produce high performance, heavy metal-free TQDs using a lower cost and environmentally friendly solvent for greater manufacturing flexibility.  The Company has developed a proprietary method that it believes will allow it to mass produce consistent quantities of TQDs in a continuous process at lower costs than other existing processes, and has filed a provisional patent application on same. It also has the exclusive license to a patented screen printing technique for manufacture of quantum dot enhanced electronic displays and other electronic components. The Company believes that these three proprietary technologies position the Company to become a leader in the overall quantum dot industry, and a preferred supplier of high performance tetrapod quantum dots to an expanding range of applications.

 

Critical Accounting Policies

 

Fair value of financial instruments

The Company's financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

 

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates


Long-lived assets

We review our long-lived assets, which include intangible assets subject to amortization, for recoverability whenever events or changes in circumstances indicate that the carrying amount of such long-lived asset or group of long-lived assets (collectively referred to as “the asset”) may not be recoverable.  Such circumstances include, but are not limited to:

 

· a significant decrease in the market price of the asset;

· a significant change in the extent or manner in which the asset is being used;

· a significant change in the business climate that could affect the value of the asset;

· a current period loss combined with projection of continuing loss associated with use of the asset; and

· a current expectation that, more likely than not, the asset will be sold or otherwise disposed of before the end of its previously estimated useful life

 

Beneficial conversion

 

Debt instruments that contain a beneficial conversion feature are recorded as a deemed dividend to the holders of the convertible debt instruments. The deemed dividend associated with the beneficial conversion is calculated as the difference between the fair value of the underlying common stock less the proceeds that have been received for the debt instrument limited to the value received. The beneficial conversion amount is recorded as a deemed dividend or interest expense and an increase to additional paid-in-capital.  The beneficial conversion has been fully accreted to the face value of the original loan and interest expense has been recognized.

 

Plan of Operation

 

The Company has recently entered the commercialization stage of its business with the launch of the Wet Lab in July, 2013, its first permanent facility. The Wet Lab is located in San Marcos, Texas, approximately 30 miles south of Austin, Texas. This facility is part of the Star Park Technology Center, an extension of Texas State University, the fifth largest university in Texas and one of eight Texas Emerging Research Universities. This arrangement provides the Company with the opportunity to expand its operations within this 30 acre technology park. The Company has a year to year lease agreement and the option to add additional lab and office space on an as-needed basis. This location provides the Company with convenient access to an experienced faculty and specialized laboratory facilities that can support joint research and development efforts with Texas State University, and is in proximity to a number of leading companies in the life sciences, lighting, solar and electronics markets.

 

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The Wet Lab will be the center of operations of the Company and will be used by the Company to produce small sample quantities of Nanomaterials as well as larger quantities of Nanomaterials via its patented process for supply to research facilities, customers and potential customers, and potential development joint ventures. The facility is used to support test production runs, to fine tune the characteristics of the materials for optimized performance in the customer's specific application, and for continued R&D activities. The Wet Lab was established through funds raised in a private placement of common shares of the Company completed in early June 2013.


The Company has established its first continuous manufacturing process at the Wet Lab and can now produce kilogram volumes of Nanomaterials for supply to customers on a commercial scale. This first unit is being used to validate synthesis protocols for customized materials development to meet customer specification and is also being used to produce samples and is capable of fulfilling small to medium-size orders. The Company has also negotiated an agreement with the equipment provider for the delivery of a production scale equipment unit capable of producing up to 4000 kilograms per year. This unit is intended to be used to fulfill large commercial orders. Subject to the Company obtaining financing for this larger equipment acquisitions, the sample size and production size equipment units are expected to be delivered to the Wet Lab during the first quarter of 2015. The second unit will be commissioned and tested upon delivery, with a view towards commencing initial production runs of materials within 30-60 days after installation. While the Company plans to work extensively with this provider of equipment units , the Company owns all rights to the designs and intellectual property resulting from the development project, and could contract with one or more other competent suppliers of equipment if that became necessary.

 

The Company is preparing to enter the next phase of its development – production and supply of commercial scale volumes of materials to potential customers and joint ventures in order to develop a platform of initial customers in various industries. In order to finance the development of its business, including the establishment of its continuous process manufacturing facility, purchase of the second equipment unit and the expansion of its marketing and sales capabilities. The Company expects to commence generating limited revenues from the production of materials at the Wet Lab before the end of calendar 2014. Such revenues are expected to be modest at first and will be dependent upon the Company generating purchase orders from potential customers currently under NDAs and evaluating the Company’s technology. As part of this strategy, the Company has engaged in discussions with numerous target customers and has signed a number of NDAs and Sample Agreements to increase the probability of receiving firm orders from one or more of these entities.

 

The Company’s ongoing research and development functions are considered key to maintaining and enhancing its competitive position in the growing nanomaterials and quantum dot market. Nanomaterials and Quantum dot technology continue to evolve, with new discoveries and refinements being made on an ongoing basis. The Company intends to be at the forefront of technological development, and will focus a significant part of its efforts on this, as it has done historically. Continuing R&D activities at the Wet Lab will be an important aspect of the Company’s strategy, as will the Company’s collaboration with Rice University, University of Arizona, Texas State University and the numerous research centers and departments with which the Company has relationships.

 

The key assets of the Company are its patents, high volume process equipment, licenses and other intellectual property rights, its knowhow and the expertise, capabilities and relationships brought to the Company by its management team. The Company will continue to develop its intellectual property portfolio and licensing rights. The Company is also working closely with numerous universities and public and private labs to develop and expand its intellectual property portfolio. As the business progresses, the Company will continually build out its portfolio of owned and licensed intellectual property, and take all appropriate steps to protect these rights.

 

The Licenses with Rice and University of Arizona include provisions for milestones and milestone payments. To date, these have been paid as agreed, waived and/or extended by both Rice and University of Arizona, respectively, illustrating the support each university has given to the Company as it has attempted to advance its business with measured resources. As the Company moves forward, it expects to be able to meet all payment and other obligations under the Licenses, and the Company’s funding strategy takes account of these requirements.

 

The business of the Company is subject to various types of government regulations, including restrictions on the chemical composition of nanomaterials used in life sciences and other sensitive applications, and regulation of hazardous materials used in or produced by the manufacture or use of quantum dots. Management believes that its patented technology, licensed patented chemistry and proprietary manufacturing process allow the Company to comply with current regulations by producing nanomaterials and by using environmentally friendly solvents, which are nevertheless contained and recycled in the production process. However, new regulations or requirements may develop that could adversely affect the Company or its products in the future.

 

Shipping Samples to Potential Clients

 

As a result of our automated production system, we have increased our rate of shipping samples to potential customers and we have delivered more than two dozen shipments. To our knowledge this represents the first shipments of automated production, not manual “batch” production. Our volume production process assures our clients that we can deliver high volumes of quantum dots for industrial use. Industries or uses intended include – displays, lighting, biotech, anti-counterfeiting, Sensors, Solar, Paint, and Coatings.

 

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For the most part, our shipments of samples are to client’s specifications, and for others, these samples are preliminary shipments for evaluation for secondary purposes as we collaborate toward the development of their specific quantum dot enabled product.

 

Today we have a very active pipeline of potential clients that grows daily. These potential clients require a broad range of nanomaterials from relatively simple Red emitting quantum dots to both near and far Infrared emitting Quantum Dots, Thick-Shell Quantum Dots and/or Non-Heavy Metal Quantum Dots. Industries or uses intended include – Solid-State Lighting, Hydrogen Conversion, Displays, Solar, Automotive Glass and BIPV films, batteries, lasers, biotech and inks.

 

Eleven of the twenty-four potential clients have already had one or more face-to-face meetings with company management.

 

To maintain control of quantum dot production and quality, the Company’s preferred business relationship is a joint venture that evolves from a collaborative development effort where the parties agree to cooperate in the design and production of a range of new end products utilizing the Company’s Nanomaterials and/or screen printing processes, with the other party contributing industry expertise and substantial marketing, distribution and sales capabilities. In most cases, the Company envisions that the industry joint venture party would provide the financial resources to underwrite the project. In some cases, the joint venture may need to seek outside financing for the commercialization phase of the project. In either case, the Company would continue to control the production of the nanomaterials for incorporation into the end products.

 

Alternatively, the Company may choose to license a manufacturer of end products to incorporate the Company’s Nanomaterials into one or more specific products on an exclusive or non-exclusive basis. In some cases, it may be appropriate to dedicate an equipment unit to a single product line (for example, silicon nanocrystals for energy storage) for a single licensee, whether sited at the Company’s facilities or at the facilities of the licensee. In all cases, the license would contain provisions restricting the use of the Company’s technology and protecting its intellectual property.

 

In advancing these development activities, the Company follows a disciplined process to protect its intellectual property and foster collaborative arrangements. First, NDAs are entered into, followed by sample agreements. The Company then formulates, manufactures and supplies product samples to the counterparty’s specifications for evaluation and testing. If successful, this then leads to discussions on the form of a possible commercial relationship. Each step takes time, and the Company is increasing its sample production capacity to satisfy the backlog of requests for its materials of different compositions. Sample production is currently accommodated through use of the lab facilities at the Company’s Wet Lab described below.

 

In seeking to expand its customer base, the Company’s marketing strategy will be to engage in joint ventures or other strategic arrangements with manufacturers and others to jointly develop applications using its patented continuous production process and licensed screen printing technology to maximum effect. Such joint collaborations will involve the Company working closely with the industry counterpart to optimize the performance of the Company’s materials in each application or device, and to use the results from product development and testing to further enhance product specifications to meet the requirements of the market. These collaborations will support the Company’s internal research and development activities, which will continue to be a primary part of the Company’s business. The principal revenue streams for the Company are expected to be from (i) sales of Nanomaterials, (ii) royalties from sales of products and components by third parties incorporating the Company’s Nanomaterials, (iii) milestone payments under joint development arrangements with product developers and manufacturers, and (iv) sub-licensing fees where the Company engages in sub-licensing arrangements for its technology.

 

As of September 30, 2014, the Company has not entered into any formal commercial joint ventures or licensing agreements, but has executed the following array of agreements and taken the following steps toward commercialization of its Nanomaterials in various market sectors:

 

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   Product Manufacturers  Universities,
Researchers, Other
NDAs   26    13 
Sample Agreements   8    2 
Initial Samples Delivered   8    2 
Commercial Discussions Underway   21    5 

 

However, there can be no assurance that the above activities will result in sales of the Company’s products or that such sales will result in profits to the Company.

 

The Company’s existing business development team is led by its director of marketing, who handles the North American, U.K. and European Union markets, supported by two staff employees responsible for Asia and the Middle East, respectively. The Company’s marketing and sales capabilities, considered to be critical to the success of the business, will also be expanded with the recruitment of one additional full time person during the next twelve months.

 

Liquidity and Capital Resources

 

At September 30, 2014 the Company had a working capital deficit of approximately $2,243,083 with total current liabilities of approximately $2,706,737. Approximately $765,748 of these liabilities is owed to our officers, directors and employees for services rendered and accrued through September 30, 2014.   As a result, the Company has relied on financing through the issuance of common stock and a convertible debenture as well as advances from a director, shareholder and employees’ wages being partially or fully accrued but not paid.

 

As of September 30, 2014, the Company lacks cash or cash equivalent assets and continues to incur losses in its operations.  Over the past five years, the Company relied on sales of its Common Stock to support its operations and on various universities performing work and providing U.S. licensing rights under business agreements in which the Company has at times been in arrears in payments as well as employees and consultants agreeing to defer payment of wages and fees owed to them and/or converting such wages and fees into the securities of the Company.   Currently, the Company is seeking additional financing in excess of $3,000,000; however, no definitive agreements for additional financing have been received and the Company cannot provide any assurance that additional funding will be available to finance our operations on terms acceptable to us, if at all, in order to support our plan of operations.  If we are unable to achieve the financing necessary to continue our plan of operations, then our stockholders may lose their entire investment in the Company.  See "Notes to Financial Statements."

 

Cash was used in operating activities of $493,044 for the three months ending September 30, 2014. This is a result of a net loss of $95,638, off-set by non-cash items: stock issued for services ($25,000); debenture interest ($12,726); beneficial conversion charge related to convertible notes ($171,976); depreciation and amortization ($11,947) and recognized benefit from reduction in derivative liability ($563,547), further off-set by changes in working capital components, as in accounts payable of $49,478 and changes in accrued liabilities for related parties of $18,416. Cash flows used in investing activities in the three months ended September 30, 2014 were $190,284 which consisted of purchase of licenses of $137,743 and purchases of equipment of $52,541. Cash received from financing activities during the three months ended September 30, 2014 were $860,971 which consisted of proceeds of the sale of common stock of $586,121 and proceeds from the issuance of convertible debt of $274,850 (an additional $100,200 was received subsequent to period end).  

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying value and classification of assets and liabilities should the Company be unable to continue as a going concern.  At September 30, 2014, the Company had not yet achieved profitable operations, has accumulated losses of $21,770,932 as of September 30, 2014, has a working capital deficit of $2,243,083 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company requires immediate and substantial additional financing (estimated at $3,000,000) during fiscal 2015 to maintain and expand its operations. The Company is exploring all reasonable available financing at this time, including, without limitation, the sale of equity, debt borrowing and/or the receipt of product licensing fees and royalties. We can provide no assurances that such financing will be obtained on terms satisfactory to the Company, if at all. Further, we can provide no assurances that one or more mutually acceptable licensing agreement(s) will be entered into on terms satisfactory to us, if at all. In this respect, see “Note 2” in our notes to the consolidated financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

 

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Off-balance sheet arrangements

 

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

 

Officers and employees convert accrued salaries and bonus into warrants

 

In November 2010, Steven Squires ($125,000), Brian Lukian ($234,375), David Doderer ($62,500), Robert Glass ($37,500), Ghassan Jabbour ($243,750), Andrew Robinson ($50,000) and Toshinon Ando ($35,000) converted the amount of monies set forth beside their names into five-year warrants to purchase 1,666,666 shares, 3,125,000 shares, 833,333 shares, 500,000 shares, 3,250,000 shares, 666,666 shares and 466,666 shares, respectively, In summary, a total of $788,125 was converted into warrants to purchase 10,508,331 shares exercisable at $.075 per share through the expiration date of November 4, 2015.

 

In May 2011, David Doderer ($81,250), Robert Glass ($61,250), Ghassan Jabbour ($62,500), Andrew Robinson ($50,000) and Toshinon Ando ($65,000) converted the amount of monies set forth beside their names into five-year warrants to purchase  738,636 shares, 556,818 shares, 568,181 shares, 454,545 shares and 590,909 shares, respectively, In summary, a total of $320,000 was converted into warrants to purchase 2,909,089 shares exercisable at $.11 per share through the expiration date of May 18, 2016.

 

In January 2013, Chris Benjamin ($39,825), Art Lamstein ($101,139), Toshinon Ando ($125,000), Robin Squires ($122,577), and Ghassan Jabbour ($150,000) converted the amount of monies set forth beside their names into 1,075,275 common shares, 2,730,744 common shares, 3,375,000 common shares, 3,309,570 common shares and 4,050,000 common shares, respectively,

 

In January 2013, David Doderer ($120,000), and Robert Glass ($96,629) converted the amount of monies set forth beside their names into five-year warrants to purchase 3,000,000 common shares and 2,415,725 common shares respectively.

 

In February 2014, Stephen Squires ($95,000), David Doderer ($25,000), Chris Benjamin ($90,000), Ghassan Jabbour ($120,000), Andrew Robinson ($50,000), Toshinori Ando ($99,870), and Art Lamstein ($66,405) converted the amount of monies set forth beside their names into five-year warrants to purchase 17,071,082 shares exercisable at $.06 per share through the expiration date of February 10, 2019.

 

In June 2014, Stephen Squires ($125,000), Chris Benjamin ($80,000), Ghassan Jabbour ($120,000), Robin Squires ($75,000), Toshinori Ando ($86,000) and Andrew Robinson ($40,000) converted the amount of monies set forth beside their name into an aggregate of 6,575,000 common shares and 5,000,000 five-year warrants exercisable at $.08 per share through the expiration date of June 6, 2019.

 

In June 2014, Art Lamstein ($65,000) converted the amount of monies set forth beside his name into five-year warrants to purchase 1,083,333 shares exercisable at $.06 per share through the expiration date of June 6, 2019.

 

Debt Conversions

 

On April 3, 2014, Morse & Morse, PLLC converted $200,000 of legal fees into a $200,000 promissory note convertible at $.06 per share. On that date, the note was assigned to the firm’s partners and an employee. In June 2014, the noteholders converted the principal and accrued interest into an aggregate of 3,363,654 shares of the Company’s restricted Common Stock.

 

On June 30, 2014, our holders of $1,000,000 in principal of secured debt, converted the principal of their debt into 16,666,667 shares of the Company’s Common Stock at the conversion price of $.06 per share. Since Mr. Squires pledged his 20 million shares of Common Stock to secure the repayment of their loans, the former debt holders released the pledged securities back to Mr. Squires. The remaining $500,000 of secured debt which was originally incurred in November 2008, remains due and payable on November 4, 2014, subject to the noteholder’s right of conversion through that date. The Company has the right of prepayment through the maturity date of this debt, subject to the debenture holder’s right to receive prior written notice and its opportunity to convert prior to the redemption date of such note.

 

Results of operations – Three Months Ended September 30, 2014 and 2013

 

General and administrative expenses

 

During the three months ended September 30, 2014 the Company incurred $431,135 of general and administrative expenses a decrease of $128,189 from the $559,324 recorded for the three months ended September 30, 2013.  The decrease in general and administrative expenses was primarily due to a decrease in remuneration of staff of $42,323 and a decrease in professional fees of $156,598, offset by an increase in travel expense of $30,163 and an increase in corporate expenses of $13,606.

 

Included in the expenses for the current three months ended September 30, 2014 were remuneration of staff $229,374, legal and audit of $25,038, travel expense of $42,742, corporate expense of $37,179, and other professional fees of $33,350. This compares to the three months ended September 30, 2014 were remuneration of staff $271,697, legal and audit of $24,606, travel expense of $12,578, corporate expense of $23,573, and other professional fees of $197,380.

 

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Research and development expenses.

 

Research and development expenses of $31,390 were incurred in the three months ended September 30, 2014, compared to $3,892 in the three months ended September 30, 2013.  The increase is the result of an increase in licensing expense of $25,505, an increase in office equipment and supplies of $5,774, offset by a decrease in royalty expense of $3,892.

 

 

Interest expense on the convertible debenture

 

This amount relates to the 8% interest associated with the remaining $500,000 convertible debenture issued in November 2008 and convertible notes issued February and September 2014.  

In September 2014 the Company issued 52,154 shares of common stock to pay accrued interest of $12,778 for the three month period ended September 1, 2014.

Interest expense recorded for the three months ended September 30, 2014 was $196,660 compared to $38,334 in the three month period ended September 30, 2013. Included in the current years interest expense is a beneficial conversion amount of $171,976, recognized for the September 2014 convertible notes. Accretion of interest related to the convertible note issuances was $11,948.

According to the provisions of the Convertible Debenture agreement the Company has elected to issue shares of the Company’s Stock to pay accrued interest on the debentures.  In the three months ended September 30, 2014 the Company issued 52,154 shares of the Company’s restricted Common Stock to pay $10,222 of accrued interest payable.  As the provision to pay stock for interest discounts the market price of the stock the Company has attributed this discount to interest expense and additional paid in capital.  However the timing of the shares being issued resulted in the share value being less than the interest paid therefore an increase in interest expense was recorded of $2,556 for the period.  

 

Change in fair value of warrants and embedded conversion feature

 

This amount relates to the change in value of the derivative liabilities.  The change recorded in the three months ended September 30, 2014 and 2013 was a decrease of $563,547 and a decrease of $199,771, respectively, decreasing the fair value of embedded conversion feature liability from $1,871,337 as of June 30, 2014 to $1,307,790 as of September 30, 2014.  

Cash Flow

 

During the three months ended September 30, 2014, cash was used in operations of $493,044.  During this period the Company received proceeds from financing activities of $860,971, and used $190,284 for investing activities.  These changes resulted in an increase of $177,643 in the cash position for three months ended September 30, 2013.  The opening cash at June 30, 2013 was $185,811 and the closing balance at September 30, 2013 was $363,454.

 

Item 3.  Quantitative And Qualitative Disclosures About Market Risk

 

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

 

Item 4.  Controls and Procedures

 

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on their evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are not effective at September 30, 2014.  Management basis its determination upon the company’s inability for timely filing of our Form 10-K for the years ended June 30, 2011 and 2010 and our Form 10-Q for the periods ended September 30, 2010, December 31, 2010, March 31, 2011, September 30, 2011 and December 31, 2011.

 

19

 

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

 

Changes in Internal Control Over Financial Reporting

 

In our Management’s Report on Internal Control Over Financial Reporting included in the Company’s Form 10-K for the year ended June 30, 2014, management concluded that our internal control over financial reporting was not effective as of June 30, 2014.

 

Management did identify a significant deficiency; a significant deficiency is a deficiency, or a combination of deficiencies, that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.  Currently we do not have sufficient in-house expertise in US GAAP reporting.  Instead, we rely very much on the expertise and knowledge of external financial advisors in US GAAP conversion.  External financial advisors have helped prepare and review the consolidated financial statements.  This deficiency of not having sufficient qualified staff has resulted in the Company being unable to file our 10-K for the years ending June 30, 2013, June 30, 2011 and 2010 and our Form 10-Q for the periods ended September 30, 2010, December 31, 2010, March 31, 2011, September 30, 2011 and December 31, 2011 in a timely manner.  Although we have not identified any material errors with our financial reporting or any material weaknesses with our internal controls, no assurances can be given that there are no such material errors or weaknesses existing.  To remediate this situation, we are seeking to recruit experienced professionals to augment and upgrade our financial staff to address issues of timeliness and completeness in US GAAP financial reporting.  In addition, we do not believe we have sufficient documentation with our existing financial processes, risk assessment and internal controls.  We plan to work closely with external financial advisors to document the existing financial processes, risk assessment and internal controls systematically.

 

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

 

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

 

 

PART II – OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

In Q4 of FY 2014, the Company commenced an action against Robert Allan Glass in Federal Court in Austin, Texas regarding the termination of his employment agreement. The Company seeks to recover all common stock and cancel all options issued to Mr. Glass as part of his employment agreement. Mr. Glass has filed a counterclaim against the Company alleging breach of contract of the employment agreement seeking allegedly unpaid compensation.

 

 Item 1A. Risk Factors

 

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

 

20

 

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

 

 (a)

 From July 1, 2014 to September 30, 2014, 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  2014   Common Stock   766,667   $86,000 cash received; no commissions paid    Section 4(2); and/or Rule 506   Not applicable.
                     
August  2014   Common Stock   262,034   $60,000 cash received; no commissions paid   Section 4(2); and/or Rule 506   Not applicable.

 

August  2014   Common Stock   320,000   $57,600 cash received; no commissions paid   Section 4(2); and/or Rule 506   Not applicable.

 

August  2014   Common Stock   250,000   $25,000 cash received; no commissions paid   Section 4(2); and/or Rule 506   Not applicable.

 

September  2014   Common Stock   300,000   $20,000 cash received; no commissions paid   Section 4(2); and/or Rule 506   Not applicable.

 

September  2014   Common Stock   138,899   Shares issued for services valued at $25,000; no commissions paid   Section 4(2); and/or Rule 506   Not applicable.

 

September  2014   Common Stock   400,000   $20,000 cash received; no commissions paid   Section 4(2); and/or Rule 506   Not applicable.

 

September  2014   Common Stock   538,462   $35,000 cash received; no commissions paid   Section 4(2); and/or Rule 506   Not applicable.

 

September  2014   Common Stock   1,617,362   $210,000 cash received; no commissions paid   Section 4(2); and/or Rule 506   Not applicable.

 

(b)  Rule 463 of the Securities Act is not applicable to the Company.
(c) In the three months ended September 30, 2014, there were no repurchases by the Company of its Common Stock.

  

Item 3. Defaults Upon Senior Securities. None

 

Item 4.  Mining Safety Disclosures – not applicable.

 

Item 5. Other Information.

 

See "Note 4 to the Financial Statements" for description of Various Related Party and Other Transactions.

 

 

21

 

Item 6. Exhibits

 

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

 

     
2.1   Agreement and Plan of Merger and Reorganization, dated as of October 15, 2008, by and among Quantum Materials Corp., Solterra Renewable Technologies, Inc., the shareholders of Solterra and Greg Chapman, as Indemnitor.
     
3.1   Articles of Incorporation. (Incorporated by reference to Form SB-2 Registration Statement filed October 5, 2007)
     
3.2   2010 Amendment to Articles of Incorporation – incorporated by reference to the Form 10K for the fiscal year ended June 30, 2014
     
3.3   2013 Amendment to Articles of Incorporation – incorporated by reference to the Form 10K for the fiscal year ended June 30, 2014
     
3.4   By-Laws. (Incorporated by reference to Form SB-2 Registration Statement filed October 5, 2007)
     
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.

 

 

22

 

 

     
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 *
     
99.1   2009 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended June 30, 2014 filed on September 29, 2014.)
     
99.2   2013 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended June 30, 2014 filed on September 29, 2014.)
     
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 *

 

____________

*  Filed herewith.

 

 

23

 

SIGNATURES

 

 

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

 

  QUANTUM MATERIALS CORP.  
       
October 27, 2014    By: /s/ Stephen Squires  
   

Stephen Squires,

  
   

Principal Executive Officer

  
       

 

       
October 27, 2014    By: /s/ Chris Benjamin  
   

Chris Benjamin,

  
   

Principal Financial Officer

  
       

 

24

 

 

 



Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, Stephen Squires, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Quantum Materials Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer (if any) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,  to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance  with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

October 27,  2014  

/s/ STEPHEN SQUIRES                           

Stephen Squires, Principal Executive Officer

  
       



 

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Chris Benjamin, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Quantum Materials Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer (if any) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance  with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

 

       
  By: /s/ CHRIS BENJAMIN  
October 27, 2014   Chris Benjamin, Principal Financial Officer  
     
     



EXHIBIT 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18U.S.C. SECTION 1350

 

In connection with the Quarterly Report of Quantum Materials Corp., (the “Company”) on Form 10-Q for the period ending September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen Squires, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

       
  By: /s/ STEPHEN SQUIRES  
    Stephen Squires  
    Principal Executive Officer  
    October 27, 2014  



EXHIBIT 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18U.S.C. SECTION 1350

 

In connection with the Quarterly Report of Quantum Materials Corp. (the "Company") on Form 10-Q for the period ending September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Chris Benjamin, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

       
  By: /s/ CHRIS BENJAMIN  
    Chris Benjamin,  
    Principal Financial Officer  
    October 27, 2014