Quantum Materials Corp. (fka QTMM)

[FreeGrass]

10K comments continued...

As of November 30, 2011, we have seven full-time staff (including Stephen Squires) and one part-time employee namely, Dr. Ghassan E. Jabbour.

1.Stephen Squires
2.Dr. Bob
3.Dr. Jabbour,
4.David Doderer
5.Dr. Michael S. Wong
6.Toshi Ando
7.Andrew Robinson
8.Art Lamstein
9.Chris Benjamin
I guess Chris is also part time, so it looks like everyone's still there...

We anticipate we can achieve production and initiate sales in the first quarter of 2012 and based on our limited test marketing, we believe this product has the potential to be well received by the nanobio markets. However, no assurances can be given that the aforementioned plans will occur or lead to profitable operations.

We are in the early stages of final product development

Things could start to move quickly in the coming weeks/months...

We believe that we either have all environmental permits necessary to conduct our business or have initiated the process to obtain additional or modified environmental permits needed to conduct our business.

That's good to know...

In addition, since revenues generated from our existing products have been modest and the products we are developing incorporate new technologies and use new installation methods, we cannot predict whether or not product liability claims will be brought against us in the future or the effect of any resulting adverse publicity on our business.

I guess that's it...
WE'VE GOT REVENUES BABY!!!
Does anyone know what the deferred revenue of $899 in the balance sheet could be for?

In order to be listed on the OTC Electronic Bulletin Board, at least one broker-dealer member of FINRA must file a Form 15c2-11 application and become a market maker on the system and remain on the system quoting a market for our common stock. Also, in order to maintain the quotation of our shares of common stock on the OTC Bulletin Board, we must remain a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”). This requires us to comply with the periodic reporting and proxy statement requirements of the Exchange Act. It is possible that our common stock could be listed on the OTC Bulletin Board and again removed from the Bulletin Board and then be traded on the potentially less desirous Pink Sheets.

Is that all that needs to happen? Then we could be back on OTC very quickly.. Comments?

The principal executive office of the Company will be moved in 2012 to a new research facility to be opened in Austin, Texas. All mail sent to our principal executive office mentioned on the cover page of this Form 10-K is being sent to Mr. Squire's home until January 31, 2011 and after that date, to our new facility in Austin, Texas .

I don't get it. Is that date wrong, or has Stephen been in Texas for over a year now?

I also noticed that Hague isn't mentioned much anymore...

At June 30, 2011, the Company’s balance sheet included cash of $98 compared to cash of $19 at June 30, 2010, representing an increase in cash of $79 for the year.

That's an increase in cash of 400%...
Impressive... lol ;)

In August 2008, the Company concluded a license agreement with Rice. This agreement gives the Company exclusive use of the issued patents and patent applications as well as the know-how owned by Rice University to develop, manufacture and market Quantum Dots. This licensed technology enables the Company to produce highly desirable CdSe tetrapod quantum dots at an anticipated cost savings of greater than 50% compared to competing suppliers, and will organically supply Solterra’s requirements for quantum dots for its solar cells.

They specifically mention CdSe tetrapods. So what about cadmium free dots? Will those license fees be excluded from that license agreement and be fully awarded to QMC? I guess new dots are new IP, and therefore will be exclusive to QMC?

Research and development expenses.

The Company did not incur any research and development expenses in the twelve months ended June 30, 2011, as compared to $340,473 in the twelve months ended June 30, 2010. The Company has two development agreements in place with major universities. One development agreement to optimize the printing process of solar cells and the other development agreement to optimize the manufacturing process for quantum dots.

This answers the question why they don't have research expenses. Something I always thought was weird. But now I know... :)

Research and development costs are expensed as they are incurred. Research and development expense was $15,000 and $340,473 for the years ended June 30, 2011 and 2010 and $766,893 from May 19, 2008 (inception) to June 30, 2011.

It sure looks like moving Dr. J to KAUST helped bring the development cost down...

I have audited the balance sheets of Quantum Materials Corp. as of June 30, 2011

In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Quantum Materials Corp. as of June 30, 2011, and the results of its operations and its cash flows for the years then ended and for the period May 30, 2006 (date of inception) through June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

Cool, this 10K is audited...
I believe that's the first one, no?

On September 28, 2011, the Company made a decision to dismiss our independent registered auditor, LBB & Associates LTD, LLP (“LBB”) and the Company notified LBB of its dismissal on September 29, 2011.

So why are they still on this 10K?

We engaged Peter Messineo, CPA of Palm Harbor, Florida, as our new independent registered auditor on September 29, 2011.

As of November 6, 2009, the $3,500,000 Promissory Note has not been collected and the Company has made demand for payment or the cancellation of 12,000,000 shares per agreement. The Company is considering all legal options to pursue collection of the funds or cancellation of the shares. However, management believes that it is unlikely to collect monies under this Note.

Can someone explain this to me please? Why would they not pursue collection? Is this is a case of court being more expensive than the amount they can collect?

Quantum Materials Corp. ceased the mining business that we had previously conducted, we closed our offices in Canada, and we moved our offices to the offices of Solterra in Arizona.

I wonder if QMC could still sell those mineral rights...

The CEO has a three year agreement which started in January 2010 and the Chief Technology Officer has a one year agreement which was renewed in October 2011.

Good to know Dr. J will be with us for a while longer...

On , October 1, 2011, the Company entered into an extension of the licensing agreement with the University of Arizona.

So they're still pursuing OLED screen printing...
I find it a bid weird that they would, because if OLED screen printing is so good, why haven't we gotten a developmental license for this IP? With OLED taking off right now, you'd expect someone to take a look at OLED screen printing...

Based on this assessment, management determined that, as of June 30, 2011, Quantum Materials Corp. maintained effective internal control over financial reporting, although we did recognize a significant deficiency. This deficiency of not having sufficient qualified staff has resulted in the Company being unable to file our 10-K for the year ending June 30, 2011 in a timely manner.

So now we know who's to blame...
A good thing he's gone...
The only question that remains; "When will we be fully up to date on our filing?"

The names, ages and principal occupations of the Company's present officers and directors are listed below, it being understood that there are currently two vacancies on the Board of Directors.

So where do I send my application form to? ;)

Also, the Securities Purchase Agreement provides until such time as the Holders no longer hold any Debentures, we shall appoint two (2) members to our Board of Directors, with such board members to be appointed by MKM Opportunity Master Fund, Ltd. (“MKM”). Each member appointed by MKM will be independent of, and not affiliated with, MKM. In addition, so long as MKM has the right to appoint two board members under this Agreement, we shall not expand the size of our Board of Directors to more than seven (7) board members.

This 10K made me happy...
The overall feeling I get is that they are very close to production and therefore revenues. Don't forget that this 10K is about things that went on 7 months ago, and with lab scale production, I'm sure they have revenue by now.

So now we wait for a PR about a quantum dot production pilot plant that is to be established by February 28, 2012...

We anticipate we can achieve production and initiate sales in the first quarter of 2012

We are VERY close now!