UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended December 31, 2018

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

Commission File Number: 000-52956

QUANTUM MATERIALS CORP.

(Exact name of Registrant as specified in its charter)

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

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

512-245-6646

(Registrant’s telephone number, including area code)

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

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

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

[  ] Yes [  ] No

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

[  ] Yes [X] No

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

Explanatory Note:

The purpose of this Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q for quarterly period ended December 31, 2018, filed with the Securities and Exchange Commission on February 14, 2019 (the “Form 10-Q”), is to indicate on the cover page that the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. No other changes were made to the Form 10-Q.

PART II – OTHER INFORMATION

Item 6. Exhibits

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

SIGNATURES

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

	QUANTUM MATERIALS CORP.
Date: February 26, 2019	/s/ Stephen Squires
	Stephen Squires
	Principal Executive Officer
Date: February 26, 2019	/s/ Robert A. Phillips
	Robert A. Phillips
	Principal Financial Officer

INDEX TO EXHIBITS

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

*Previously filed.

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