Statement of Ownership (sc 13g)
16 October 2014 - 4:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Quantum Materials Corp.
(Name
of Issuer)
Common Stock,
par value $.001
(Title
of Class of Securities)
74766A106
(CUSIP
Number)
David Skriloff
c/o MKM Capital Advisors, LLC
1410 Broadway,
23rd Floor
New York, NY
10018
212-677-9026
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2014
(Date
of Event which Requires Filing of this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 74766A106 |
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13G |
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Page
2 of 9 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MKM Capital Advisors, LLC
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o |
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3. |
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SEC
USE ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
-0- |
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6. |
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SHARED
VOTING POWER
23,825,000 |
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7. |
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SOLE
DISPOSITIVE POWER
-0- |
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8. |
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SHARED
DISPOSITIVE POWER
23,825,000 |
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9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,825,000 |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.25% |
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12. |
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TYPE
OF REPORTING PERSON (see instructions)
OO |
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CUSIP No. 74766A106 |
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13G |
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Page
3 of 9 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MKM Opportunity Fund, Ltd.
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o |
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3. |
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SEC
USE ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
-0- |
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6. |
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SHARED
VOTING POWER
20,725,000 |
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7. |
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SOLE
DISPOSITIVE POWER
-0- |
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8. |
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SHARED
DISPOSITIVE POWER
20,725,000 |
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9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,725,000 |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.05% |
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12. |
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TYPE
OF REPORTING PERSON (see instructions)
FI |
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CUSIP No. 74766A106 |
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13G |
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Page 4 of 9 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Skriloff |
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o |
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3. |
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SEC
USE ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S. Citizen |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
-0- |
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6. |
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SHARED
VOTING POWER
23,825,000 |
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7. |
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SOLE
DISPOSITIVE POWER
-0- |
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8. |
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SHARED
DISPOSITIVE POWER
23,825,000 |
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9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,825,000 |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.25% |
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12. |
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TYPE
OF REPORTING PERSON (see instructions)
IN |
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CUSIP No. 74766A106 |
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13G |
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Page 5 of 9 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MKM SP1, LLC |
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o |
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3. |
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SEC
USE ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
-0- |
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6. |
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SHARED
VOTING POWER
3,100,000 |
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7. |
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SOLE
DISPOSITIVE POWER
-0- |
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8. |
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SHARED
DISPOSITIVE POWER
3,100,000 |
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9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,100,000 |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% |
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12. |
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TYPE
OF REPORTING PERSON (see instructions)
OO |
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CUSIP No. 74766A106 |
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13G |
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Page
6 of 9 Pages |
Item 1.
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(a) |
Name
of Issuer
Quantum Materials Corp. |
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(b) |
Address
of Issuer’s Principal Executive Offices
3055 Hunter Road
San Marcos, TX 78666 |
Item 2.
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(a) |
Name
of Person Filing
This statement is filed by MKM Opportunity Master Fund, Ltd., a Cayman Islands exempted company (“MKM
Opportunity”), MKM Capital Advisors, LLC, a Delaware limited liability company (“MKM Capital”), MKM SP1, LLC,
a Delaware limited liability company (“MKM SP1”) and David Skriloff. Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.” |
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(b) |
Address
of the Principal Office or, if none, residence
MKM Opportunity
c/o MKM Capital Advisors,
LLC
1410 Broadway, 23rd Floor
New York, NY 10018
MKM Capital
c/o MKM Capital Advisors,
LLC
1410 Broadway, 23rd Floor
New York, NY 10018
MKM SP1
c/o MKM Capital Advisors, LLC
1410 Broadway, 23rd Floor
New York, NY 10018
David Skriloff
c/o MKM Capital Advisors,
LLC
1410 Broadway, 23rd Floor
New York, NY 10018 |
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(c) |
Citizenship:
MKM Opportunity is a Cayman
Islands corporation.
MKM Capital is a Delaware
limited liability company.
MKM SP1 is a Delaware limited liability company.
David Skriloff is a United
States citizen. |
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(d) |
Title
of Class of Securities
Common Stock, par value $.001 |
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(e) |
CUSIP
Number
74766A106
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CUSIP No. 74766A106 |
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13G |
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Page
7 of 9 Pages |
Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
o |
Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
o |
An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
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(a) |
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Amount beneficially owned:
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Reporting
Person |
Shares |
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MKM
Opportunity |
20,725,0001
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MKM
Capital |
23,825,000
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MKM SP1
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3,100,000 |
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David Skriloff |
23,825,000 |
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Reporting
Person |
Percentage2 |
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MKM
Opportunity |
8.05%
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MKM
Capital |
9.25%
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MKM SP1
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1.2%
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David Skriloff |
9.25% |
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(c) |
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Number of shares as to which
the person has: |
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(i) |
Sole
power to vote or to direct the vote:
-0-
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(ii) |
Shared power to vote or to direct the vote:
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Reporting
Person |
Shares |
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MKM
Opportunity |
20,725,0001
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MKM
Capital |
23,825,000
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MKM SP1
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3,100,000 |
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David Skriloff |
23,825,000 |
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CUSIP No. 74766A106 |
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13G |
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Page
8 of 9 Pages |
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(iii) |
Sole
power to dispose or to direct the disposition of:
-0-
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(iv) |
Shared power to dispose or to direct the
disposition of: |
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Reporting
Person |
Shares |
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MKM
Opportunity |
20,725,0001
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MKM
Capital |
23,825,000
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MKM SP1
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3,100,000
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David Skriloff |
23,825,000 |
MKM Capital serves as investment manager to MKM Opportunity and MKM SP1, and, as such, may be deemed to hold
an indirect beneficial interest in the shares of common stock that are directly beneficially owned by MKM Opportunity and MKM SP1.
David Skriloff is the managing member of MKM Capital and the portfolio manager of MKM Opportunity and MKM SP1, and, as such, may
be deemed to hold an indirect beneficial interest in the shares of Common Stock that are directly beneficially owned by MKM Opportunity
and MKM SP1. Based on the foregoing, David Skriloff and MKM Capital hold shared dispositive power of shares owned by MKM Opportunity
and MKM SP1. Each Reporting Person disclaims beneficial ownership of all securities other than those owned of record by such Reporting
Person.
1Consists of (i) 19,000,000 shares of common stock; and (ii) a warrant (“Warrant”) to purchase
1,625,000 shares of the Company’s common stock. The Warrant contains a 9.99% beneficial ownership blocker.
2
Based on 257,459,909 shares of common stock issued and outstanding according to Issuer’s 10Q filed on May 15, 2014 for the quarter ending April 30, 2014.
Item 5. Ownership
of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following o.
Item 6. Ownership
of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item 8. Identification
and Classification of Members of the Group.
See
Exhibit 1.
Item 9. Notice
of Dissolution of Group.
Not
applicable.
Item 10. Certification.
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By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under § 240.14a–11. |
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CUSIP No. 74766A106 |
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13G |
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Page
9 of 9 Pages |
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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MKM
OPPORTUNITY MASTER FUND, LTD. |
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Dated:
October 14, 2014 |
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By: |
/s/
David Skriloff |
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Name: |
David Skriloff |
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Title: |
Portfolio Manager |
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MKM SP1,
LLC.
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Dated: October 14,
2014
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By: |
/s/ David Skriloff
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Name: |
David Skriloff
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Title: |
Portfolio Manager
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MKM
CAPITAL ADVISORS, LLC |
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Dated:
October 14, 2014 |
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By: |
/s/
David Skriloff |
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Name: |
David Skriloff |
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Title: |
Managing Manager |
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Dated:
October 14, 2014 |
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/s/
David Skriloff |
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DAVID
SKRILOFF |
EXHIBIT
99.1
JOINT FILING
AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of
a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per
share, of Quantum Materials Corp., a Nevada corporation, and further agree that this Joint Filing Agreement shall be included
as an Exhibit to such joint filings.
The undersigned further agree that
each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the
accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe
that such information is inaccurate.
This Joint Filing Agreement may be
signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of October 7, 2014.
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MKM
OPPORTUNITY MASTER FUND, LTD. |
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Dated:
October 14, 2014 |
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By: |
/s/
David Skriloff |
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Name: |
David Skriloff |
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Title: |
Portfolio Manager |
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MKM SP1,
LLC.
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Dated: October 14,
2014
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By: |
/s/ David Skriloff
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Name: |
David Skriloff
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Title: |
Portfolio Manager
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MKM
CAPITAL ADVISORS, LLC |
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Dated:
October 14, 2014 |
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By: |
/s/
David Skriloff |
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Name: |
David Skriloff |
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Title: |
Managing Manager |
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Dated:
October 14, 2014 |
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/s/
David Skriloff |
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DAVID
SKRILOFF |