Work in progress consists of partially manufactured and raw rare earth metal products used in production in the amount of $63,000 at May 31, 2021.

Deposits – Related Party consist of deposits made to a related party that share board members of the Company. 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 $3,630,000 at May 31, 2021. The Company is expecting to acquire majority ownership by the closing date.

NOTE 6 – PROMISSORY and CONVERTIBLE NOTES PAYABLE

The Company’s outstanding notes payable are summarized as follows:

	May 31, 2021		February 28 2021
0% unsecured note payable - December 2013, due on demand	$	2,000	$	2,000
0% unsecured note payable - November 2015, due on demand		980		980
8% unsecured note payable - October 2018, due on demand		5,000		5,000
6% unsecured note payable – April 2019, due on demand		3,325		3,325
8% unsecured notes payable - October 2019, due on demand		65,000		65,000

Total Notes Payable	$	76,305	$	76,305

Interest expense for the three months ended May 31, 2021 and 2020 was $1,913 and $1,953, ~~respectively. Interest expense for the three months ended May 31, 2021 and 2019 was $4,357 and $1,121,~~ respectively.

Convertible note payable consists of one note payable in the amount of $-0- and $67,500 at May 31, 2021 and February 28, 2021, respectively. The note which was issued in April 2019 for $45,000 accrues interest at an annual rate of 12% and matures in April 2020. In the event of default, the note principal is increased by 150% times the outstanding principal and provides for default interest at 22%.

~~Page 10~~

~~QUANTUM ENERGY, INC.~~

~~CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS - UNAUDITED~~

~~MAY 31, 2021~~

~~NOTE 6~~ – ~~PROMISSORY and CONVERTIBLE NOTES PAYABLE - continued~~

The conversion option ~~expires~~expired on October 7, 2020.

On June 18, 2019, the Company received a default notice from Power Up stating that the Company is in default under the Power Up Note because, among other reasons, the Company failed to comply with the reporting requirements of the Securities Exchange Act of 1934 as required by the Note, and therefore accelerating the terms of the Power Up Note and demanding that the Company pay the default sum of $67,500 together with accrued interest and accrued default interest with respect to the Power Up Note. The Company reached a settlement of this matter with Power Up as of April 2021 in the amount of $70,200. Included in gain on debt conversion of $140,395 for the three months ended May 31, 2021 is $23,996 of accrued interest that was not paid and $116,399 of derivative liability.

Page 10

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS - UNAUDITED

MAY 31, 2021

NOTE 7 – PROMISSORY NOTES PAYABLE, RELATED PARTY AND OTHER RELATED PARTY TRANSACTIONS

The Company’s outstanding notes payable, related party are summarized as follows:

	May 31, 2021		February 28, 2021
0% unsecured note payable - October 2015, due on demand	$	2,300	$	2,300
0% unsecured note payable – November 2015, due on demand		2,000		2,000
8% unsecured note payable - October 2018, due on demand		60,000		60,000
6% unsecured note payable – April 2019, due on demand		15,825		15,825
6% unsecured note payable – April 2019, due on demand		15,890		15,890
8% unsecured note payable - October 2019, due on demand		10,000		10,000
TOTAL	$	106,015	$	106,015

Interest expense for the three months ended May 31, 2021 and 2020 was 1,455 and $1,713, respectively.

Starting January 1, 2019, ~~was $1.894~~the Company began accruing a monthly management fee of $15,000 due to an advisory company owned by Andrew J. Kacic, the Company’s former chief executive officer (“CEO”). During the year ended February 28, 2019, the Company recognized management fees of $30,000 under this agreement which amount is included in “Accounts payable and ~~$1,714, respectively. Interest expense~~accrued liabilities, related parties” on the consolidated balance sheet at February 28, 2019. Since February 28, 2019, 0 additional management fees have been accrued since the parties are in dispute. There were no similar management fees due the CEO prior to December 31, 2018. Certain directors and officers of the Company dispute the management fee asserting that no consulting agreement has been executed. It is possible that the amount ultimately paid to the advisory company will be other than the accrued balance of $30,000 due to continuing negotiations between the board of directors and the former CEO. The disputed amount as of the date of these financials is $150,000, which is the remaining 10 (ten) months of the management fee for the ~~three months~~calendar year ended 2019. Amounts due to Andrew Kacic at May ~~31,~~31. 2021 and ~~2019 was $5,721~~February 28, 2021 were $107,868 and ~~$6,834,~~$17,868, respectively.

Certain officers, directors and ~~directors~~other related parties of the Company ~~had~~have paid various expenses on behalf of the Company. Balances due to the officers, directors and a related company for reimbursement of these expenses were ~~$173,969~~$198,801 and ~~$158,969~~$197,302 at May 31, ~~2021 and~~ 2021andFebruary 28, 2021, respectively, which amounts are included in “Accounts payable and accrued liabilities - related parties” on the ~~condensed~~ consolidated balance sheets.

Page 11

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS - UNAUDITED

MAY 31, 2021

NOTE 8 – COMMON STOCK PAYABLE

Common Stock Payable – for Contracts/Agreements

Common stock payable for contracts/agreements consist of 1 million shares owed to Raul Factor per the joint venture agreement (Note 11) and 1 million shares owed to landlord for rent. At May 31, 2021, the fair value of the these shares were adjusted to its fair value of $1,400,000 based on the closing price of the stock on that date. The Company recognized unrealized gain on common stock payable of $100,000 and $-0- during the three month periods ended May 31, 2021 and 2020, respectively.

Common Stock Payable – Deposits Received on Subscriptions Agreements

Common stock payable for deposits received on stock subscription agreements consist of 15,971,391 shares owed to various investors who have paid for these shares. At May 31, 2021, the fair value of the these shares were adjusted to its fair value of $11,179,973 based on the closing price of the stock on that date. The Company recognized unrealized gain on common stock payable of $548,473 and $-0- during the three month periods ended May 31, 2021 and 2020, respectively.

NOTE 9–COMMON STOCK

Common stock

The Company is authorized to issue 495,000,000 shares of its common stock with a par value of $0.001 per share. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to ~~one~~1 vote for each share owned at any Shareholders’ meeting.

Preferred stock

The Company is authorized to issue 5,000,000 shares of its preferred stock with a ~~no-par~~no-par value per share with no designation of rights and preferences.

~~Common shares issued for cash~~NOTE 10 – WARRANTS

~~On February 28, 2018, the Company closed~~The following is a ~~private placement of its securities (the “2018 Offering). The 2018 Offering consisted of the sale of “units”~~summary of the Company’s ~~securities at the per unit price of $0.15. Each unit consisted of one share of common stock~~warrants issued and one warrant to purchase an additional share of common stock. Warrants issued pursuant to the 2018 Offering entitled the holders to purchase shares of common stock for the price of $0.15 per share. The term of each warrant is for twenty-four months from date of issuance. Total proceeds of $125,000 for the sale of 833,333 units were received prior to February 28, 2018 but the shares of common stock had not been issued until after that date. Thus, the proceeds are classified as “Common Stock Payable” as of February 28, 2018. The Company issued these shares on April 4, 2018.outstanding:

	May 31, 2021					February 28, 2021
	Warrants			Price (a)		Warrants			Price (a)
Beginning balance		2,925,000		$	.25		3,925,000		$	.25
Issued		––			––		––			––
Exercised		––			––		––			––
Expired		(500,000	)		––		(1,000,000	)		––
Ending balance		2,425,000		$	0.25		2,925,000		$	.25

On March 01, 2021, the Company a private placement of its securities (the “2021 Offering”). The 2021 Offering consisted of the sale of “units” of the Company’s securities at the per unit price of $0.25. Each unit consisted of one share of common stock and one warrant to purchase an additional share of common stock. Warrants issued pursuant to the 2021 Offering entitled the holders to purchase shares of common stock for the price of $0.25 per share. The term of each warrant is for twenty-four months from date of issuance. Total proceeds of $2,570,925 was received with no issuance has been rendered to datre. Thus, the proceeds are classified as “Common Stock Payable” as of May 31, 2021. The Company intends to issue these shares sometime in the second to third quarter of its fiscal year.

(a)

Weighted average exercise price per shares

~~Common stock retirement~~

On January 27, 2018, the former chairman of the Company’s board of directors and a current director of the Company’s board of directors each agreed to return 5,000,000 shares of the Company’s common stock for an aggregate total of 10,000,000 common shares for consideration of $Nil. The shares are held by the Company as authorized but unissued treasury shares as of May 31, 2021.

~~NOTE 9 - WARRANTS~~

On July 10, 2017, in conjunction with a Private Placement, the Company issued 500,000 warrants to purchase shares of the Company’s common stock with an exercise price of $0.21 per share expiring in one year. In March 2018, by mutual agreement, the Company amended 500,000 common stock purchase warrants from an exercise price of $0.21 per share to $1.00 per share and extended the expiration date to June 9, 2020.

On March 20, 2019 and April 17, 2019, the Company issued 1,250,000 and 675,000 warrants respectively to purchase 1,925,000 additional shares of its common stock to eight investors. Each warrant is for thirty-six months from date of issuance with an exercise price of $0.25. The value of the warrants calculated at March 20 and April 17, 2019 was $200,439 and $76,243 for a combined total of $276,682 and is in included in interest expense -warrants on the condensed consolidated statements of operations for the three months ended May 31, 2019. The value of the warrants was calculated utilizing a Black Scholes method which used the market value of the stock based on the issue date, an exercise price of $0.25, a volatility of 228% and a discount bond equivalent range of 2.34% - 2.37%.

Page 12

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS - UNAUDITED

MAY 31, 2021

NOTE 910 – WARRANTS - continued

~~The following is a summary of the Company’s warrants issued and outstanding:~~

May 31, 2021

February 28, 2021

Warrants

Price (a)

Warrants

Price (a)

Beginning balance
2,925,000 $ .25 3,925,000 $ .25
Issued

––

––

––

––
Exercised

––

––

––

––
Expired
(500,000 )

–– (1,000,000 )

––
Ending balance
2,425,000 $ 0.25 2,925,000 $ .25

~~(a)~~

~~Weighted average exercise price per shares~~

The following table summarizes additional information about the warrants granted by the Company as of May 31, 2021 and February 28, 2021:

Date of Grant	Warrants outstanding		Warrants exercisable		Price		Remaining term (years)
July 10, 2017		500,000		500,000		.25		0.58
March 20, 2019		1,250,000		1,250,000		.25		0.80
April 17, 2019		675,000		675,000		.25		0.88
Total warrants		2,425,000		2,425,000	$	.25		.77

(a)

Weighted average exercise price per shares

NOTE 1011 – OTHER MATTERS- Joint Venture

Easy Energy Systems Inc. Memorandums of Understanding

On April 2, 2019, the Company and its subsidiary FTPM Resources, Inc. entered into a Non-Binding Memorandum of Understanding (“~~MOU-1”~~MOU-1”) with Easy Energy Systems, Inc. (“EESI Systems”). Pursuant to the MOU-1, if certain conditions are met, including the availability of financing: (i) EESI Systems and FTPM will enter into a joint venture, which would be owned 33% by FTPM and 67% by EESI Systems, for the purpose of developing and marketing of “clear glucose”; FTPM will have a 90-day option beginning April 30, 2019, to merge with EESI Systems, whereby EESI Systems will be the surviving entity; EESI Systems will have the right to acquire shares of preferred stock of the Registrant, with such rights and preferences as the parties shall agree; and EESI Systems will have the right to appoint members to the board of directors of the Registrant. EESI Systems designs, manufacturers, operates and sells its patented 1M,2M, and 5M gallon per year, small-scale, modular biorefineries for the production of alternative liquid biofuels from organic waste streams.

On April 16, 2016 the Company entered into a separate Non-Binding Memorandum of Understanding (“~~MOU-2”~~MOU-2”) to acquire EESI Infrastructure Series, LLC (“EESI Infrastructure”). The prospective EESI Infrastructure acquisition, if consummated as provided in the MOU-2, would provide a guarantee for the construction of an addition to the existing plant of EESI Systems in Emmetsburg, Iowa. This addition will add a 9.3 Mega Watt dual gas power plant to EESI Systems’ Emmetsburg facility at an anticipated cost of approximately $10 million. Upon signing the MOU-2, the Company paid $25,000 to the EESI Infrastructure. Due to the uncertainty of this agreement, the $25,000 deposit has been expensed in General and Administrative expenses for the year ended February 29,2020.

As of May 9,31, 2021, no action has been performed under either MOU.

Private Placement – Raul Factor

In furtherance of the June 28, 2019, Binding Letter of Intent with EESI and to monetize the distribution rights to EES’ modular Technologies, (a) on July 8, 2019, JV-1 entered into a License and Operating Agreement – Major Terms Summary with Raul Factor BV (“RF”) pursuant to which the RF and JV-1 created a new joint venture to be named Easy Energy Systems – Europe (“EES-E”) and pursuant to which the EES-E joint venture purchased the distribution rights for the EESI “MEPS®” technology for the territory of the European Union, and (b) on July 8, 2019, JV-1 entered into a License and Operating Agreement – Major Terms Summary with RF pursuant to which the parties created a new joint venture to be named Easy Energy Turf & Carpet (“EETC”) and pursuant to which the EETC joint venture purchased the global distribution rights to EESI’s MEPS® technology for turf & carpet feedstock. Each of EES-E and EETC is owned 25% by us, 25% by EES and 50% by Raul Factor The aggregate purchase price paid for the licensing and distribution for EES-E and EETC was $150,000 (US). At February 29,2020, the purchase price for the joint venture was expensed as it was determined that the joint venture was not viable.

Page 13

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS - UNAUDITED

MAY 31, 2021

NOTE 1011 – OTHER MATTERS- Joint Venture - continued

~~Private Placement~~ –

In connection with and as part of the foregoing joint venture transactions with JV-1 and RF, on July 11, 2019, the principals of RF, who are existing holders of our common stock, purchased for an aggregate price of $200,000, 1,000,000 additional restricted shares of our common stock and warrants to purchase 1,000,000 restricted shares (at an exercise price of $0.25 per share) of our common stock, and pursuant to the EES-E and EETC Joint Ventures the Company agreed to use the proceeds from the sale of such shares and warrants to purchase from EESI the above mentioned EES-E and EETC distribution rights for an aggregate price of $150,000, and the Company then assigned such distribution rights to EES-E and EETC respectively. Raul Factor

~~At February 28, 2021,~~ also agreed to invest the ~~purchase price~~required reasonable funding as determined by the board of directors of EETC for the ~~joint venture was expensed as it was determined that the joint venture was not viable. The Company is currently~~startup, working capital, specific module development and required 6 months of economic demonstration of carpet and artificial turf into energy or value-added products for EETC. Also, EES agreed to contribute its module technologies developed by or available via license agreements from others to EES further on ~~agreeable terms and conditions with the Parties~~to EES-E via license agreements conforming to the ~~failed joint venture~~terms set forth in these License and ~~parties therein.~~Operating Agreements. Raul Factor also agreed to fund additional capital requirements.

Pursuant to this June 28, 2019, Binding Letter of Intent, the parties agreed to, among other things, that within 90 days from the date of the Binding Letter of Intent, the Company would raise $10,000,000 in capital for use by EESI. As of the date of this report, the Company was not able to raise such capital. In connection therewith, on October 29, 2019, delivered to us the terms of a proposed termination of the June 28, 2019 Binding Letter of Intent. As of the date of this report this the terms of such termination have not been finalized.

Pursuant to these two License and Operating Agreements, the principals of Raul Factor BV agreed to provide an aggregate of $200,000 (USD) to purchase an aggregate of 1,000,000 units of Quantum at a price of $0.20 per Unit, (for an aggregate of 1,000,000 shares of the Company’s common stock plus 18 month warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at a price of $0.25 per share. Pursuant to these transactions, the Company agreed to use $150,000 of the proceeds from the sale of the Units to purchase the distribution rights of EES-E and EETC and in turn the Company would assign such distribution rights to EES-E and EETC respectively. Also, Raul Factor agreed to invest the required reasonable funding as determined by the board of directors of EETC for the startup, working capital, specific module development and required 6 months of economic demonstration of carpet and artificial turf into energy or value-added products for EETC. Also, EES agreed to contribute its module technologies developed by or available via license agreements from others to EES further on to EES-E via license agreements conforming to the terms set forth in these License and Operating Agreements. Raul Factor also agreed to fund additional capital requirements. At the date of this report, while the $200,000 was received from Raul Factor, the stock has yet to be issued. At the date of this report, while the $200,000 was received from Raul Factor, the stock has yet to be issued. As of May 31, 2021 the stock was valued at $700,000 utilizing the closing price on May 31, 2021.

Also, as part of the transactions contemplated by these agreements: (i) the stock purchase warrant issued on November 20, 2016, to Kevin Holinaty to purchase 500,000 shares of the Company’s common stock (“Warrant No.002”) was amended to extend the exercise period of the warrant through May 19, 2021 and to change the exercise price to $0.25 per share; (ii) the stock purchase warrant issued to Kevin Holinaty issued on June 9, 2017, and amended on March 15, 2018, to purchase 250,000 shares of the Company’s common stock (“Warrant No.003”) was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iii) the stock purchase warrant issued to Haaye de Jong to purchase 250,000 shares of the Company’s common stock was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iv) the Company issued a warrant to Kevin Holinaty to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020; (v) the Company issued a warrant to Haaye de Jong to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020. (See Note 10).

The sale of the Units and the warrants to Kevin Holinaty and Haaye de Jong, the principals of Raul Factor, who have represented that they are “accredited investors” and non-U.S. citizens and in offshore transactions, was made in reliance on Rule 506 of Regulation D and on Regulation S.

Page 14

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS - UNAUDITED

MAY 31, 2021

NOTE 12– RESTATEMENT OF FINANCIAL STATEMENTS

The Company restated its previously issued financial statements as of May 31, 2021 to correct accounting errors caused by a change in personnel and related miscommunication within the Company, which caused the Company’s assets, liabilities and operating expenses for the period to be understated:

The following tables summarize the effect of the restatement on the specific items presented in our previously reported financial statements:

QUANTUM ENERGY, INC.

CONSOLIDATED BALANCE SHEET

	May 31,						May 31,
	2021						2021
	(As Filed)			Adjustments			(As Restated)

ASSETS
Current Assets
Cash	$	1,353,848		$	0		$	1,353,848
Work in Progress		0			63,000			63,000

Total Current Assets		1,353,848			63,000			1,416,848

Investment - IEC		3,630,000			(3,630,000)			0
Deposits - Related Party		0			3,630,000			3,630,000

Total Assets	$	4,983,848		$	63,000		$	5,046,848

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable and Accrued Expenses	$	210,740		$	0		$	210,740
Accounts Payable and Accrued Expenses - Related Parties		677,311			(370,642	)		306,669
Common Stock Payable		6,180,170			(6,180,170	)		0
Common Stock Payable - for Contracts/Agreements		0			1,400,000			1,400,000
Common Stock Payable - Deposits Received on Subscription Agreements		0			11,179,973			11,179,973
Convertible Note Payable		0			0			0
Derivative Liability		0			0			0
Promissory Notes Payable		76,305			0			76,305
Promissory Notes Payable - Related Parties		106,015			0			106,015

Total Current Liabilities		7,250,541			6,029,161			13,279,702

Total Liabilities		7,250,541			6,029,161			13,279,702

Stockholders' Deficit
Common Stock - $0.001 Par; 495,000,000 Shares Authorized, 48,491,485 Issued and Outstanding, Respectively		48,491			0			48,491
Additional Paid-In-Capital		11,449,681			0			11,449,681
Accumulated Deficit		(13,764,865	)		(5,966,161	)		(19,731,026	)

Total Stockholders' Deficit		(2,266,693	)		(5,966,161	)		(8,232,854	)

Total Liabilities and Stockholders' Deficit	$	4,983,848		$	63,000		$	5,046,848

Page 15

QUANTUM ENERGY, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

For the Three Months Ended	May 31,						May 31,
	2021						2021
	(As Filed)			Adjustments			(Restated)


Operating Expenses
Management Fees and Consulting		56,250			(56,250	)		0
General and Administrative		335,667			(528	)		335,139
Professional Fees		881,721			(548,631	)		333,090

Total Operating Expenses		1,273,638			(605,409	)		668,229

Income (Loss) Before Other Income and (Expense)		(1,273,638	)		605,409			(668,229	)

Other Income and (Expense)
Gain on Debt Settlement		140,395			0			140,395
Gain on Derivative		0			0			0
Unrealized Gain on Common Stock Payable		0			648,473			648,473
Interest Expense		(3,368	)		0			(3,368	)

Total Other Income and (Expense)		137,027			648,473			785,500

Income (Loss) from Operations Before Loss on Liability Settlement		(1,136,611	)		1,253,882			117,271

Other Expenses
Loss on Liability Settlement		—						—

Income (Loss) Before Income Tax Expense		(1,136,611	)		1,253,882			117,271

Income Tax Expense		0			0			0

Net Income (Loss) for the Period	$	(1,136,611	)	$	1,253,882		$	117,271

Weighted Average Number of Common Shares -
Basic and Diluted		48,491,485						48,491,485

Net Loss for the Period Per Common Shares -
Basic and Diluted	$	(0.02	)				$	0.00

Page 16

QUANTUM ENERGY, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

	May 31,						May 31,
For the Three Months Ended	2021						2021
	(As Filed)			Adjustments			(Restated)

Cash Flows from Operating Activities

Net Income (Loss) for the Period	$	(1,136,611	)	$	1,253,882		$	117,271

Non-Cash Adjustments:
Gain on Derivative		0			0			0
Gain on Debt Settlement		(140,395	)		0			(140,395	)
Unrealized Gain on Common Stock Payable		0			(648,473	)		(648,473	)
Changes in Assets and Liabilities:
Accounts Payable and Accrued Expenses		14,596			0			14,596
Accounts Payable and Accrued Expenses - Related Parties		333,541			(332,042	)		1,499
Work in Progress		0			(63,000	)		(63,000	)

Net Cash Flows Used In Operating Activities		(928,869	)		210,367			(718,502	)

Cash Flows from Investing Activities
Cash Paid for Investment		(3,630,000	)		3,630,000			0
Deposits - Related Party		0			(2,430,000	)		(2,430,000	)

Net Cash Flows Used In Investing Activities		(3,630,000	)		1,200,000			(2,430,000	)

Cash Flows from Financing Activities
Cash Received for Stock Payable		5,980,170			(3,379,828	)		2,600,342
Cash Repayment of Convertible Note Payable		(67,500	)		0			(67,500	)

Net Cash Flows Provided by Financing Activities		5,912,670			(3,379,828	)		2,532,842

Net Change in Cash		1,353,801			(1,969,461	)		(615,660	)

Cash - Beginning of Period		47			1,969,461			1,969,508

Cash - End of Period	$	1,353,848		$	0		$	1,353,848

Cash Paid During the Period for:
Interest	$	2,500		$	0		$	2,500
Income Taxes	$	0		$	0		$	0

Page 17

QUANTUM ENERGY, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE THREE MONTHS ENDED MAY 31, 2021

	Common Stock				Additional					Total
	$0.001 Par				Paid-In		Accumulated			Stockholders'
As Filed	Shares		Amount		Capital		Deficit			Deficit


Balance - March 1, 2021		48,491,485	$	48,491	$	11,449,681	$	(12,628,254	)	$	(1,130,082	)

Net Loss for the Period - (As Filed)		—		0		0		(1,136,611	)		(1,136,611	)

Balance - May 31, 2021 - (As Filed)		48,491,485	$	48,491	$	11,449,681	$	(13,764,865	)	$	(2,266,693	)

	Common Stock				Additional					Total
	$0.001 Par				Paid-In		Accumulated			Stockholders'
As Restated	Shares		Amount		Capital		Deficit			Deficit


Balance - March 1, 2021 - (Restated)		48,491,485	$	48,491	$	11,449,681	$	(19,848,297	)	$	(8,350,125	)

Net Income for the Period - (Restated)		—		0		0		117,271			117,271

Balance - May 31, 2021 - (Restated)		48,491,485	$	48,491	$	11,449,681	$	(19,731,026	)	$	(8,232,854	)

Page 18

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

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:

●

Risks related to government regulation;

●

Risks related to ~~government regulation;~~environmental concerns;

●

Risks related to ~~environmental concerns;~~the Company’s ability to obtain additional required capital

●

Risks related to the Company’s ~~ability to obtain additional required capital~~insurance coverage for operating risks;

●

Risks related to the ~~Company’s insurance coverage~~fluctuation of prices for ~~operating risks;~~crude oil;

●

Risks related to the ~~fluctuation of prices for crude oil;~~competitive oil refinery industry;

●

Risks related to the ~~competitive oil refinery industry;~~possible dilution of the Company’s common stock from additional financing activities;

●

Risks related to ~~the possible dilution~~potential conflicts of interest with the Company’s ~~common stock from additional financing activities;~~management;

●

~~Risks related to potential conflicts of interest with the Company’s management;~~

●

Risks related to the Company’s shares of common stock.

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.

Page 1519

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

OFFICES

Our principal executive offices are located at ~~3825~~3805 Rockbottom, Henderson, Nevada. The Company’s telephone number is ~~(702) 323-6455.~~(877) 355-1277. Our website is ~~www.quantum-e.com~~www.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 Energer~~Inductance 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.

Page 1620

Successful recovery from these waste streams are described as follows;

Rare Earth and Ferrite (Iron) Magnets that are used in a wide variety of appliances and electronics that can be recovered, that were disposed of in the United States and Canada. These appliances include; televisions, computers, refrigerators, microwaves, dishwashers, as well as motor vehicles, and used electrical motors. Quantum is working with a wide variety of ~~appliances~~returned merchandise centers, landfills, and ~~electronics that~~other recycling businesses to secure these resources. These types of magnet resources can be ~~recovered, that were disposed of in the United States~~mechanically gathered, and Canada. These appliances include; televisions, computers, refrigerators, microwaves, dishwashers, as well as motor vehicles, and used electrical motors. Quantum is working with a wide variety of returned merchandise centers, landfills,reprocessed for use by IEC, and other ~~recycling businesses to secure these resources. These types of magnet resources can be mechanically gathered, and reprocessed for use by IEC, and other~~ customers.

Fly ash and fly bottom waste streams. Fly ash and fly bottom waste streams are the remaining byproduct of coal combustion. There are billions of pounds of fly ash and fly bottom waste that are produced each and every year in the United States and Canada, as well as foreign countries. Currently Quantum has two large developmental projects to recover and test both fly ash and fly bottom waste streams for their rare earth content. These two sources currently produce just over 1.4 billion pounds of fly ash and fly bottom waste on an annual basis. Well-known resource testing shows that ~~are produced each~~most fly ash, as well as fly bottom waste streams on average contain about 1.85% rare earth material.

Coal and ~~every year~~other mining resources. Currently in the United States and Canada, as well as foreign countries. Currently Quantum has two large developmental projects to recover and test both fly ash and fly bottom waste streams for their rare earth content. These two sources currently produce just over 1.4 billion pounds of fly ash and fly bottom waste on an annual basis. Well-known resource testing shows that most fly ash, as well as fly bottom waste streams on average contain about 1.85% rare earth material.

~~Coal and other mining resources~~~~. Currently in the United States and Canada,~~ the mining of coal to be consumed in coal power plants is in rapid decline. Coal producing states such as Wyoming, Kentucky, and West Virginia must move from a coal-based economy or continue to face declining royalty revenues from these natural resources. Rare earth minerals could be one answer to this problem. It is well known from a wide variety of Department of Energy studies that coal, and coal byproducts contain high concentrations of rare earth materials. Quantum is in negotiations with several operating and now defunct coal bearing properties in order to secure rights to process and refine rare earth materials.

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.

Page 1721

Results of Operations

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~~$668,229 compared to ~~$56,145~~$-0- for the three months ended May 31, 2020. The ~~decrease~~increase in operating expenses was due to the fact that the Company had no cash ~~to operate~~available and therefore ~~all activity ceased.~~were able to resume operations and their SEC filings. Other income and (expense) for the three months ended May 31, 2021 was ~~$225,627~~$785,500 compared to ~~$21,065~~$13,062 for the three months ended May 31, 2020. This increase in other income (expense) was due to an increase in gain on ~~derivative~~debt settlement of ~~$205,440.~~$140,395 and increase on unrealized gain on common stock payable of $648,473.

Net ~~Loss~~Income

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 the decrease in operating expenses 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~~$117,271 compared to ~~$231,123~~net income for the three months ended May 31, ~~2020.~~2020 of $13,062. The ~~decrease~~increase in ~~operating expenses~~net income of $104,209 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.

~~Net Loss~~

~~Net loss for the three months ended May 31, 2021 and 2019 was $48,043 and $867,505, respectively. The decrease in loss of $819,462 was due to the decrease~~increase in operating expenses of ~~$226,269~~$668,229,the increase in gain on debt settlement of $140,395 and the ~~changes to other expenses as mentioned above.~~increase on unrealized gain on common stock payable of $648,473.

Liquidity and Capital Resources:

As of May 31, 2021, our assets totaled ~~$47~~$5,046,848 which consisted of ~~cash.~~$1,353,848 in cash, $63,000 in work in process and $3,630,000 in deposits - related party. The Company's total liabilities were ~~$960,773,~~$13,279,702, which consisted of accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, common stock payable, ~~convertible note payable, derivative liability,~~ promissory notes payable and promissory notes payable – related parties. As of May 31, 2021, the Company had an accumulated deficit of ~~$12,458,898~~$19,731,026 and working capital deficit of ~~$960,726.~~

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.$8,232,854

Page 1822

Cash ~~(Used in)~~Used in Operating Activities

Net cash used in operating activities for the three months ended May 31, 2021 and 2020 ~~were~~was $718,502 and $-0- ~~and $212,497,~~, respectively. The ~~decrease~~increase 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-~~$2,430,000 and ~~$150,000~~$-0- for the three months ended May 31, 2021 and ~~2019, respectively.~~2020, respectively due to deposits to a related party of $2,430,000.

Cash from Financing Activities

Net cash provided by financing activities was $2,532,842 and $-0- for the three months ended May 31, 2021 and ~~was $370,014 for three months ended May 31,~~ 2020, respectively, which was ~~all~~ due to cash received from ~~notes payable.~~sale of common stock subscriptions of $2,600,342 and repayment of a convertible note payable of $67,500.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.

CONTROLS AND PROCEDURES

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 May 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.

	1)	We have an inadequate number of administrative personnel.
	2)	We do not have sufficient segregation of duties within our accounting functions.
	3)	We have insufficient written policies and procedures over our disclosures.

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.

Page 1923

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 May 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 May 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 May 31, 2021 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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.

ITEM 1A.

RISK FACTORS.

Not applicable.

ITEM 2.

RECENT SALES OF UNREGISTERED SECURITIES.

None.

Page 2024

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

MINE SAFETY DISCLOSURES.

None

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS.

Exhibit
Number	Description of Exhibits

31.1	Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Principal Accounting Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Principal Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Principal Accounting Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	Inline XBRL Instance

101.SCH*	Inline XBRL Taxonomy Extension Schema

101.CAL*	Inline XBRL Taxonomy Extension Calculation

101.DEF*	Inline XBRL Taxonomy Extension Definition

101.LAB*	Inline XBRL Taxonomy Extension Labels

101.PRE*	Inline XBRL Taxonomy Extension Presentation

104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

(*)	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

Page 2125

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 ENERGY, INC.


Date:	~~7/27/2021~~1/3/2022	By:	/s/ HARRY EWERT
			CEO

Page 2226

~~Nevada~~incorporation or organization)	~~98-0428608~~(I.R.S. Employer Identification No.)

3825 Rockbottom North Las Vegas, NV	89030
(~~State or other jurisdiction~~Address of ~~incorporation or organization)~~principal executive offices)	(~~I.R.S. Employer Identification No.)~~

~~3825 Rockbottom~~ ~~North Las Vegas, NV~~	~~89030~~
~~(Address of principal executive offices)~~	(Zip Code)

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, $0.001 Par Value	QEGY	OTC.PK

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐
Smaller reporting company	☒	Emerging growth company	☒

Nevada	98-0428608
(~~Exact name~~State or other jurisdiction of ~~registrant as specified in its charter)~~

PART I - FINANCIAL INFORMATION	3

ITEM 1. FINANCIAL STATEMENTS	3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.	1519

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1923

ITEM 4. CONTROLS AND PROCEDURES	1923

PART II - OTHER INFORMATION	2024

ITEM 1. LEGAL PROCEEDINGS.	2024

ITEM 1A. RISK FACTORS.	2024

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES.	2024

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	2125

ITEM 4. MINE SAFETY DISCLOSURES.	2125

ITEM 5. OTHER INFORMATION.	2125

ITEM 6. EXHIBITS.	2125

							May 31,			February 28,
	May 31,			February 28,			2021			2021
	2021			2021			(Restated)			(Restated)

ASSETS
Current Assets
Cash	$	1,353,848		$	47		$	1,353,848		$	1,969,508
Work in Progress								63,000			0

Total Current Assets		1,353,848			47			1,416,848			1,969,508

Investment - IEC		3,630,000			—
Deposits - Related Party								3,630,000			1,200,000

Total Assets	$	4,983,848		$	47		$	5,046,848		$	3,169,508


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable and Accrued Expenses	$	210,740		$	220,140		$	210,740		$	220,140
Accounts Payable and Accrued Expenses - Related Parties		677,311			343,770			306,669			305,170
Common Stock Payable		6,180,170			200,000
Common Stock Payable - for Contracts/Agreements								1,400,000			1,500,000
Common Stock Payable - Deposits Received on Subscription Agreements								11,179,973			9,128,104
Convertible Note Payable		—			67,500			0			67,500
Derivative Liability		—			116,399			0			116,399
Promissory Notes Payable		76,305			76,305			76,305			76,305
Promissory Notes Payable - Related Parties		106,015			106,015			106,015			106,015

Total Current Liabilities		7,250,541			1,130,129			13,279,702			11,519,633

Total Liabilities		7,250,541			1,130,129			13,279,702			11,519,633



Stockholders' Deficit
Common Stock - $0.001 Par; 495,000,000 Shares Authorized, 48,491,485 Issued and Outstanding, Respectively		48,491			48,491
Common Stock - $0.001 Par; 495,000,000 Shares Authorized, 48,491,485 Issued and Outstanding, Respectively								48,491			48,491
Additional Paid-In-Capital		11,449,681			11,449,681			11,449,681			11,449,681
Accumulated Deficit		(13,764,865	)		(12,628,254	)		(19,731,026	)		(19,848,297	)

Total Stockholders' Deficit		(2,266,693	)		(1,130,082	)		(8,232,854	)		(8,350,125	)

Total Liabilities and Stockholders' Deficit	$	4,983,848		$	47		$	5,046,848		$	3,169,508