Explanatory Note: This amendment is being filed solely for the purpose of including the XBRL Exhibits. 

PART I - FINANCIAL INFORMATION

The accompany notes are an integral part of these financial statements.

The accompany notes are an integral part of these financial statements.

The accompany notes are an integral part of these financial statements.

The accompany notes are an integral part of these financial statements.

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS - UNAUDITED

MAYAUGUST 31, 2021

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS - UNAUDITED

MAYAUGUST 31, 2021

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - continued

New Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including the new lease standard.  The Company does not have any leases and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Reclassifications

In the prior accompanying unaudited financial statements Investments – IEC have been reclassified to Deposits – Related Party. These reclassifications had no effect on previously reported financial statements. See Note 5.

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS - UNAUDITED

MAYAUGUST 31, 2021

NOTE 5 – OTHER ASSETS - continued

Deposit on land purchase

On December 5, 2016, the Company executed a Farm Contract of Purchase and Sale with a landowner in Stoughton, Saskatchewan (“the Stoughton Agreement”). The purchase price of the property is $500,000 (Canadian) subject to certain terms and conditions including approval of the purchase by the Saskatchewan Farmland Review board, the Company completing various test for hydrology and land suitability, the proposed refinery project meeting all requirements of various Saskatchewan government laws and bylaws, and full approval by all levels of provincial government and agencies. The Company paid $7,822 as a deposit on the property.

The purchase contract originally expired on December 15, 2017; however, the contract was amended to extend the closing date to July 10, 2018 for removal of all terms and conditions to the purchase.

On June 8, 2018, the Company amended the Stoughton Agreement to a purchase price of $525,000 (Canadian) and extended the option to purchase the property until December 31, 2018 for no additional consideration. The Stoughton Agreement expired on December 31, 2018.

On June 3, 2019, by mutual agreement of the parties, the Stoughton Agreement was extended until October 31, 2019 for no additional consideration. At the date of the report for the period ended May 31, 2019, the Stoughton Agreement had been terminated. (Note 13)13).  Due to the termination of the agreement, the Company reclassed this deposit of $7,822 to accounts payable related party as the deposit was refunded but the money was given to a related party to pay amounts due him.

Stock Buyback Account

The Company is holding $90,296 in a separate investment account specifically for the use in buying back additional treasury stock at market rates.

Work in Progress

Work in progress consists of partially manufactured and raw rare earth metal products used in production in the amount of $179,336 at August 31, 2021.

Deposits – Related Party

Deposits – Related Party consist of deposits made to a related party that share board members of the Company.  A with a letter of intent signed on October 12,2021 calls for the purchase of shares of common stock of the related party to obtain a majority stake at $2.10 for up to eighteen (18) months with closing on December 15, 2022.  The letter of intent is non-binding and if the majority shares are not obtained the deal is terminated and the money is refunded.  Hence, the classification of deposits of $7,530,000 at August 31, 2021.  The Company is expecting to acquire majority ownership by the closing date.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statement that expresses or involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or states that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections “Description of Business” and “Management’s Discussion and Analysis and Plan of Operation” of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Quantum Energy, Inc. disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Quantum Energy, Inc. qualifies all forward-looking statements contained in this Quarterly Report by the foregoing cautionary statement.

Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include the Company’s expectations and objectives regarding its future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis and Plan of Operation” and elsewhere in this Quarterly Report.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Quantum Energy,”, “Quantum” and the “Company”, mean Quantum Energy, Inc., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

The following statements may be forward-looking in nature and actual results may differ materially.

OFFICES

Our principal executive offices are located at 38253805 Rockbottom, Henderson, Nevada. The Company’s telephone number is (702) 323-6455.(877) 355-1277. Our website is www.quantum-e.comwww.qegy.energy and is not part of this Quarterly Report.

Historical Operations

The Company originally incorporated as Boomers Cultural Development, Inc. (“Boomers”) on February 5, 2004, in the State of Nevada to be a service-oriented firm that would integrate the cultural interests of baby boomers with destination learning, by packaging onsite personal growth, education, and entertainment seminars with a variety of vacation destinations. On May 18, 2006, its name was changed to Quantum Energy, Inc. and business plans were changed to focus on the energy industry and in particular the oil and gas segments of the energy industry. From 2008 through 2010, the Company planned, when and if funding became available, to acquire high-quality oil and gas properties, primarily proven producing and proven undeveloped reserves as well as exploring low-risk development drilling and work-over opportunities with experienced, well-established operators. However, the anticipated funding opportunities did not materialize.

The business plan from 2008 to 2020 included our plan to develop, construct and operate a “state-of-the-art”, energy efficient, full slate oil refinery including a storage tank farm and associated facilities in Stoughton, Saskatchewan, Canada (the Stoughton Refinery”). In this regard, on August 2, 2016, the Company formed a Canadian subsidiary, Dominion Energy Processing Group, Inc. for purposes of the Pre-development work, construction and operation of the Stoughton Refinery.

The Company previously identified a 480-acre site in Stoughton Saskatchewan (the “Land”) on which it planned to construct the Stoughton Refinery. However, we never obtained the necessary funding to build the finery and so in 2020, it we gave up on that idea.

The Company partnered with and form a strategic alliance with Inductanc EnergerInductance Energy Corporation in 2019 finding tactical advantages through solutions in mining, producing, trading, and manufacturing components and working instruments from rare earth metals and oxides. Within this alliance the two companies also found leadership and specialized talent advantages, thereby fulfilling the Company’s long past due SEC compliance and raising investors interest and awareness to the need and opportunity within the solving cost reduction rare earth production and manufacturing innovative devices for keeping up technology over the next era of energy supply and demand.

Current Business Strategy

On September 22, 2020 the Company entered into a joint development agreement with MP Special Purpose Corporation to enter into the business of mining and refining rare earth materials.

The Company developed a straightforward strategic and tactical business plan that could be executed around 3 basic business segments: Mining, Minerals and Magnets. These 3 segments would become a highly focused center of work for the Company.

Various work at the Company by its technical committee had shown that the Company could enter the mining industry through a very unique path of recovering rare earth and ferrite magnet material from discarded appliances, computers, and other sources in the United States and Canada. Secondly, the Company would concentrate its efforts on the recovery of rare earth materials from other waste streams including fly ash and fly bottom waste streams from combusted coal burning power plants in the United States and Canada. It is estimated that over 1 billion tons of this material exists and dumpsites, and far greater than 4 billion pounds of this material is still generated from coal burning power plants and other sources in the United States alone each and every year.

Successful recovery from these waste streams are described as follows;

Governmental Regulation

All of our contemplated operations and properties are and will be subject to extensive Canadian and U.S. federal, provincial, state and local environmental and health and safety regulations governing, among other things, the generation, storage, handling, use and transportation of rare earth minerals; the emission and discharge of materials into the environment; waste management. Our operations also require numerous permits and authorizations under various environmental and health and safety laws and regulations. Failure to comply with these permits or environmental laws generally could result in fines, penalties or other sanctions or a revocation of our permits. We will have to make significant capital and other expenditures related to environmental and health and safety compliance, including with respect to our air permits and the low-sulfur gasoline and ultra-low-sulfur diesel regulations.

Certain environmental laws hold current or previous owners or operators of real property liable for the costs of cleaning up spills, releases and discharges of petroleum or hazardous substances, even if these owners or operators did not know of and were not responsible for such spills, releases and discharges. These environmental laws also assess liability on any person who arranges for the disposal or treatment of hazardous substances, regardless of whether the affected site is owned or operated by such person.

In addition to clean-up costs, we may face liability for personal injury or property damage due to exposure to chemicals or other hazardous substances that we may have manufactured, used, handled or disposed of or that are located at or released from our refinery or otherwise related to our current or former operations. We may also face liability for personal injury, property damage, natural resource damage or for clean-up costs for the alleged migration of petroleum or hazardous substances from our refinery to adjacent and other nearby properties.

Results of Operations

Three Months Ended MayAugust 31, 2021 Compared to Three Months Ended MayAugust 31, 2020. 

Operating expenses for the three months ended MayAugust 31, 2021 was $4,854$746,691 compared to $56,145$-0- for the three months ended MayAugust 31, 2020. The decreaseincrease in operating expenses was due to the fact that the Company had no cash to operateavailable and therefore all activity ceased.was able to resume operations and their SEC filings. Other incomeexpense for the three months ended MayAugust 31, 2021 was $225,627$3,368 compared to $21,065$281,877 for the three months ended MayAugust 31, 2020. This increasedecrease in incomeother expense was due to an increase in gain on derivative of $205,440.

Net Loss

Net income (loss) for the three months ended May 31, 2021 and 2019 was $220,773 and $(35,080), respectively. The increase in net income of $255,853 was due to thea decrease in operating expenseslosses on derivatives of $51,291 and increase in gain on derivative of $205,440.

Three Months Ended May 31, 2021 Compared to Three Months Ended May 31, 2020.

Operating expenses for the three months ended May 31, 2021 was $4,854 compared to $231,123 for the three months ended May 31, 2020. The decrease in operating expenses was due to the fact that the Company had no cash to operate and therefore all activity ceased. Other expenses for the three months ended May 31, 2021 was $43,189 compared to $636,382 for the three months ended May 31, 2020. During the three months ended May 31, 2021 the Company had $-0- in bad debts, $21,972 loss on derivative for a convertible note payable, incurred $21,217 in interest expense and had $-0- in interest expense – warrants, compared to the three months ended May 31, 2020 the Company had $30,000 in bad debts, $114,736 loss on derivative for a convertible note payable, incurred $38,385 in interest expense and had $453,261 in interest expense – warrants.$275,097.

Net Loss

Net loss for the three months ended MayAugust 31, 2021 and 2020 was $750,059 and $281,877, respectively. The increase in net loss of $468,182 was due to the increase in operating expenses of $746,691 and decrease in losses on derivatives of $275,097.

Six Months Ended August 31, 2021 Compared to Six Months Ended August 31, 2020.

Operating expenses for the six months ended August 31, 2021 was $1,414,920 compared to $-0- for the six months ended August 31, 2020. The increase in operating expenses was due to the fact that the Company had cash available and therefore was able to resume operations and their SEC filings. Other income and (expenses) for the six months ended August 31, 2021 was $133,659 compared to ($268,815) for the six months ended August 31, 2020. During the six months ended August 31, 2021 the Company had $140,395 in gain on debt settlement and ($6,736) in interest expense, compared to the six months ended August 31, 2020, where the Company had $-0- in gain on debt settlement, $(254,656)a loss on derivative for a convertible note payable, and incurred ($14,159) in interest expense

Net Loss

Net loss for the six months ended August 31, 2021 and 2019 was $48,043$1,281,261 and $867,505,$268,815, respectively. The decreaseincrease in loss of $819,462$1,012,446 was due to the decreaseincrease in operating expenses of $226,269$1,414,920 and the changes to other expensesincome and (expenses) as mentioned above.

Liquidity and Capital Resources:

As of MayAugust 31, 2021, our assets totaled $47$13,734,896 which consisted of cash.$4,875,889 in cash, $1,149,671 accounts receivable, $179,336 in deferred cost of sales and $7,530,000 in deposits - related party. The Company's total liabilities were $960,773,$1,995,402, which consisted of accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, common stock payable, convertible notedeferred revenue – related parties, common stock payable, derivative liability, promissory notes payable and promissory notes payable – related parties. As of MayAugust 31, 2021, the Company had an accumulated deficit of $12,458,898$14,321,282 and working capital deficit of $960,726.$11,739,494

The Company's significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations.  We do not have sufficient revenues to pay our operating expenses at this time.  Unless the Company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan. For the next 12 months the Company has an oral commitment from its CEO to advance funds as necessary to meeting our operating requirement.

Cash (Used in)Used in Operating Activities

Net cash used in operating activities for the threesix months ended MayAugust 31, 2021 and 2020 werewas $1,638,895 and $-0- and $212,497,, respectively. The decreaseincrease in the amount used was attributed to interest expense on convertible note warrants and loss on derivative.the resumption of operations.

Cash from Investing Activities

Net cash used in investing activities was $-0-$6,980,000 and $150,000$-0- for the threesix months ended MayAugust 31, 2021 and 2019, respectively.2020, respectively due to the purchase of treasury stock of $650,000 and deposits to a related party of $6,330,000.

Cash from Financing Activities

Net cash provided by financing activities was $11,525,276 and $-0- for the threesix months ended MayAugust 31, 2021 and was $370,014 for three months ended May 31, 2020, respectively, which was all due to cash received from notes payable.the sale of common stock of $11,592,776, and repayment of a convertible note in the amount of $67,500.

The Company does not hold any derivative instruments and does not engage in any hedging activities.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of MayAugust 31, 2021.

Our management, with the participation of our president (our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

The reason for this deficiency relates to the fact that our management is relying on external consultants for purposes of preparing our financial reporting package; however, the officers may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.

Evaluation of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our Company are being made only in accordance with authorizations of management and directors of our Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our Company’s assets that could have a material affect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our president, our principal executive officer and our principal accounting officer and principal financial officer, an evaluation of the effectiveness of our internal control over financial reporting as of MayAugust 31, 2021 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of MayAugust 31, 2021, our Company’s internal control over financial reporting was not effective based on present Company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended MayAugust 31, 2021 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

Quantum Energy, Inc. is not a party to any material legal proceedings and, to Management’s knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of Quantum Energy, Inc. and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to Quantum Energy, Inc. or has a material interest adverse to Quantum Energy, Inc. in reference to pending litigation.

Not applicable.

None.On June 7, 2021 the Company issued 1,000,000 shares of its common stock in consideration for cancellation of a debt in the amount of $190,000.00. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances.  In addition, the transferees of the common stock represented that they had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book entry shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act.

None

None

None

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.