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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF
1934 For the fiscal year ended February 28, 2006

                        Commission File Number 333-118138

                              QUANTUM ENERGY, INC.

        (Exact name of small business issuer as specified in its charter)

              Nevada                             98-0428608
--------------------------------      -------------------------------------
(State or other jurisdiction of
incorporation or organization)        (I.R.S. Employer Identification No.)

           1453 Johnston Road, #71524,
       White Rock, British Columbia, Canada                    V4B 5J5
      -------------------------------------                    -------
     (Address of principal executive offices)                 (Zip Code)


                                  604-592-3577
                           ----------------------------
                            Issuer's telephone number

         Securities registered under Section 12(b) of the Exchange Act:
                                      None
                                      ----

         Securities registered under Section 12(g) of the Exchange Act:
                                      None
                                      ----

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB [X]

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

State issuer's revenues for the fiscal year ended February 28, 2006: $0.

As of June 8,  2006,  45,500,000  shares  of  common  stock of the  issuer  were
outstanding  and the  aggregate  market value of 6,500,000  shares of the voting
common stock held by  nonaffiliates  was  $13,162,500  calculated  at a price of
$2.025 per share,  which was the  average of the bid and asked  price as of that
date..


Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]

<page>

                                TABLE OF CONTENTS
                                                                           Page
PART I
Item 1.  Description of Business                                              3
Item 2.  Description of Property                                              7
Item 3.  Legal Proceedings                                                    8
Item 4.  Submission of Matters to a Vote of Security Holders                  8

PART II
Item 5.  Market For  Common Equity and Related Stockholder Matters            8
Item 6.  Management's Discussion and Analysis or Plan of Operation            9
Item 7.  Financial Statements                                                10
Item 8.  Changes in and Disagreements With Accountants on
         Accounting and Financial Disclosure                                 23
Item 8A. Controls and Procedures                                             23
Item 8B. Other Information                                                   23

PART III
Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act          24
Item 10. Executive Compensation                                              25
Item 11. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters                          25
Item 12. Certain Relationships and Related Transactions                      26
Item 13. Exhibits                                                            27
Item 14. Principal Accountant Fees and Services                              28
Financial Statements
Signatures                                                                   29

                           FORWARD-LOOKING STATEMENTS
The  information in this Annual Report on Form 10-KSB  contains  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
These  forward-looking  statements  involve risks and  uncertainties,  including
statements   regarding  the  Company's   capital   needs,   business  plans  and
expectations.  Such  forward-looking  statements involve risks and uncertainties
regarding the  availability  of funds,  governmental  regulations,  common share
prices,  operating  costs,  capital  costs  and other  factors.  Forward-looking
statements  are made,  without  limitation,  in  relation  to  operating  plans,
property  exploration  and  development,  availability  of funds,  environmental
reclamation,  operating costs and permit acquisition.  Any statements  contained
herein  that  are  not  statements  of  historical  facts  may be  deemed  to be
forward-looking  statements.  In some cases,  you can  identify  forward-looking
statements by terminology such as "may", "should",  "expect",  "plan", "intend",
"anticipate",  "believe", "estimate",  "predict", "potential" or "continue", the
negative of such terms or other comparable terminology. Actual events or results
may differ  materially.  In evaluating  these  statements,  you should  consider
various factors,  including the risks outlined below, and, from time to time, in
other  reports  the  Company  files with the SEC.  These  factors  may cause the
Company's  actual  results  to  differ   materially  from  any   forward-looking
statement.  The  Company  disclaims  any  obligation  to publicly  update  these
statements  or disclose  any  difference  between  its actual  results and those
reflected  in these  statements.  The  information  constitutes  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  Given  these  uncertainties,  readers  are  cautioned  not to place undue
reliance on such forward-looking statements.

                                      -2-

<page>

                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS.

Business Development
Quantum Energy Inc. (referred to as "Quantum" or the "Company") was incorporated
on February 5, 2004, in the State of Nevada.  The  Company's principal executive
offices are located at 1453 Johnston Road, #71524, White Rock, British Columbia,
Canada  V4B 5J5. The Company's telephone number is (604) 592-3577. Subsequent to
incorporation, the Company  has  been  in  the  development  stage  and  has  no
operations to date. The Company's name was changed to Quantum Energy Inc. on May
30, 2006.

The  Company's  initial  public  offering was  completed in the third quarter of
2005. Prior to the offering,  the Company's  principal  activities  consisted of
initial  organizational  activities  and the  issuance  of common  shares to the
Company's  original  affiliate  shareholders.  On  November  5, 2004,  Form SB-2
registration  statement  was declared  effective,  enabling a registered  public
offering of up to 650,000 pre-split shares at a price of $0.10 per share. During
December, 2004, the Company accepted subscriptions for the maximum offering from
42 subscribers.  Following the 1-to-10  forward split on August 31, 2005,  those
650,000  shares  were  6,500,000  shares,  and are  discussed  herein and in the
Company's financial statements after giving effect to the forward split.

Overview
In 2005 the  Company  was  working  towards  becoming a  service-oriented  firm,
intending to profit from integrating baby boomers' (typically  travelers aged 45
- 70) wants/needs with local destination  venues (cultural events and services),
integrating of various travel disciplines, and providing specialized group tours
by  combining  travel to  varied  destinations  coupled  with  personal  growth,
education and/or entertainment opportunities.

During the year ended  February 28, 2006,  management of the Company was working
on private label tours and tour packages to destinations in British Columbia and
marketing  the tour  packages to the national and  international  retail  travel
industry.

Starting  in May of 2006,  however,  the  Company  decided  to  embark  on a new
business path in oil and gas exploration and  acquisitions.  The Company intends
to acquire  interest in the properties  and working  interests in the production
owned  by  established  oil and gas  production  companies,  whether  public  or
private,  in the United States oil producing  areas. The Company does not intend
to operate any of the  production  acquired.  Thus, the Company will ensure that
the  production  in which it invests is  operated  to  internationally  accepted
standards.  The Company believes this opportunity may have  considerable  future
potential.

On May 19,  2006,  the Company  entered into a  definitive  agreement  with KOKO
Petroleum, Inc., which provided for:
   o   the purchase of KOKO's oil and gas assets, which include three  producing
       wells and 10% working  interests in two additional wells, in exchange for
       1.5 million of the Company's shares;
   o   the assumption by the Company  of  all  notes,  approximately  $1,600,000
       (USD), payable to lenders of KOKO;

                                      -3-

<page>

   o   the Company to appoint a member of the KOKO  board to the Company's board
       of directors;
   o   payment by the Company of $150,000  (USD) to JMT Resources in Fort Worth,
       Texas, as final payment of KOKO's contract to complete its obligation for
       the Corsicana Polymer Flood Pilot Program; and
   o   payment of $20,000 (USD) and up to an additional  $80,000 (USD) for legal
       and audit expenses to enable  KOKO to seek full  National Association  of
       Securities Dealer's OTC Bulletin Board ("OTCBB") listing.

The transaction closed on May 31, 2006.

The degree of  expansion  of the  Company's  oil and gas  business  project will
depend on availability  of funds.  When and if funding  becomes  available,  the
Company plans to acquire high-quality oil and gas properties,  primarily "proven
producing  and proven  undeveloped  reserves."  The  Company  will also  explore
low-risk  development  drilling and work-over  opportunities  with  experienced,
well-established operators.

Competition
In the oil and gas  industry,  the  Company is aware that there are  competitors
that are  larger and better  funded  than  Quantum  that are also  seeking  such
investment  opportunities.  Thus, there is no assurance that even if the Company
is able to obtain funding for such  investments  that it will be able to compete
successfully for the acquisition of such producing oil and gas assets.

The  Company  will be  competing  with  other  junior  oil  and gas  exploration
companies for financing  from a limited number of investors that are prepared to
make  investments in junior oil and gas exploration  companies.  The presence of
competing  junior oil and gas  exploration  companies  may impact the  Company's
ability  to raise  additional  capital  in order  to fund  the  acquisition  and
exploration   programs  if  investors  are  of  the  view  that  investments  in
competitors are more attractive based on the merit of the oil and gas properties
under investigation and the price of the investment offered to investors.


The Company  will also  compete for oil and gas  properties  of merit with other
junior  exploration  companies.  Competition  could reduce the  availability  of
properties  of merit or increase  the cost of  acquiring  the  properties.  This
competition  could result in competing junior  exploration  companies  acquiring
available oil and gas properties.

Governmental Controls and Approvals
In regards to oil and gas exploration and acquisition, Quantum is aware that the
availability  of a ready market for future oil and gas production  from possible
U.S.  assets will depend upon numerous  factors  beyond the  Company's  control.
These  factors may include,  amongst  others,  regulation of oil and natural gas
production,  regulations governing  environmental quality and pollution control,
and the effects of regulation on the amount of oil and natural gas available for
sale,  the  availability  of  adequate  pipeline  and other  transportation  and
processing  facilities and the marketing of competitive fuels. These regulations
generally  are  intended  to prevent  waste of oil and  natural  gas and control
contamination of the environment.

The Company  could also be subject in the future to changing and  extensive  tax
laws, the effects of which cannot be predicted.

It is  expected  that  sales of crude oil and other  hydrocarbon  liquids by the
Company from its future U.S.-based  production will not be regulated and be made
at market prices.  However, the price the Company would receive from the sale of
these  products  may be affected  by the cost of  transporting  the  products to
market via pipeline and marine transport.

                                      -4-

<page>


Environmental Regulations
The U.S.  assets the Company has agreed to acquire are subject to numerous  laws
and  regulations  governing the discharge of materials  into the  environment or
otherwise relating to environmental  protection.  These laws and regulations may
require the  acquisition  of a permit before  drilling  commences,  restrict the
types,  quantities and concentration of various  substances that can be released
into the  environment  in connection  with drilling and  production  activities,
limit or  prohibit  drilling  activities  on certain  lands  within  wilderness,
wetlands  and other  protected  areas,  require  remedial  measures  to mitigate
pollution  from former  operations,  such as pit closure and plugging  abandoned
wells,  and  impose  substantial   liabilities  for  pollution   resulting  from
production  and drilling  operations.  Public  interest in the protection of the
environment has increased  dramatically in recent years.  The worldwide trend of
more expansive and stricter environmental legislation and regulations applied to
the oil and natural gas industry could continue, resulting in increased costs of
doing business and consequently affecting profitability.  To the extent laws are
enacted or other governmental action is taken that restricts drilling or imposes
more stringent and costly waste handling, disposal and cleanup requirements, the
business and prospects of the Company could be adversely affected.

Employees
The Company has no  employees  at present.  The  Company's  President  and Board
Members are responsible for all planning, developing and operational duties, and
will continue to do so throughout the early stages of the Company's growth.  The
Company's  officers and directors  are providing all of their labor  required to
develop the business at no charge.

Risk Factors
The Company's  business is subject to a number of material risks,  including the
following factors related directly and indirectly to its business  activities in
the United States. The risks and uncertainties  described below are not the only
risks the Company faces.  Additional  unknown risks and  uncertainties,  or what
currently is believed to be immaterial, may also impair the business operations.
If any of the following risks occur, the business and financial results could be
harmed.

         The Company's  potential future oil and gas assets in the United States
         will be subject to  customary  royalty  interests,  liens  incident  to
         operating  agreements,  liens for current  taxes and other burdens that
         the Company will need to ensure do not  materially  interfere  with the
         use of or affect the value of such properties.

The  acquisition of leases or working  interests in producing  properties in the
United States will require an assessment of recoverable reserves, future oil and
natural  gas  prices,   operating  costs,  potential   environmental  and  other
liabilities,  and other factors.  Such  assessments are necessarily  inexact and
their accuracy inherently uncertain. In connection with such an assessment,  the
Company will need to perform a review of the subject properties that it believes
to be generally  consistent with industry  practices,  which generally  includes
on-site  inspections  and the review of reports  filed with  various  regulatory
entities.  Such a review,  however,  will not reveal all  existing or  potential
problems  nor will it permit a buyer to become  sufficiently  familiar  with the
properties to fully assess their deficiencies and capabilities.  Inspections may
not always be performed on every well, and structural and environmental problems
are not necessarily observable even when an inspection is undertaken.  There can
be no  assurances  that any  acquisition  of  interests  by the Company  will be
successful  and, if  unsuccessful,  that such  failure  will not have an adverse
effect on the Company's future financial condition.

                                      -5-

<page>

Exploration  for oil  and  gas is a  speculative  venture  necessarily involving
substantial risk.

The likelihood of success must be considered in light of the problems, expenses,
difficulties,  complications,  and delays  encountered  in  connection  with the
exploration  and  acquisitions  of the oil and gas  properties  that the Company
plans to undertake.

Additionally,  the Company's  executive  officers and  directors  have no formal
scientific or technical training as a geologist or as a mining engineer. With no
direct training or experience in these areas,  management may not be fully aware
of many of the specific  requirements  related to working  within this industry.
The  Company's  decisions  and  choices  may  not  take  into  account  standard
engineering or managerial  approaches oil and gas exploration companies commonly
use.  Consequently,  the lack of training and  experience  of management in this
industry  could result in  management  making  decisions  that could result in a
reduced   likelihood  of  the  Company's   being  able  to  locate  or  identify
commercially  exploitable/viable oil and gas reserves and/or properties with the
result that the Company  would not be able to achieve  revenues or raise further
financing.  In view of this risk, the Company will have to rely on the technical
services of others  trained in  appropriate  areas.  If the Company is unable to
contract for the  services of such  individuals,  it will make it difficult  and
maybe impossible to pursue the Company's business plan.


In order for the  Company  to  continue as going  concern it will need to obtain
additional financing.


The Company  currently  does not have any operations or income and the Company's
current  business  plan calls for  significant  expenses.  The  Company has also
entered into an agreement  that obligates it to provide  substantial  additional
funding before the end of its fiscal year ending  February 28, 2007. The Company
will  require  additional  financing  to sustain its  business  operations.  The
Company is  currently  working on the  arrangements  for  financing,  but cannot
provide  any  assurances  that it will be  successful  in  doing  so.  Obtaining
additional financing would be subject to a number of factors.  These factors may
make  the  timing,   amount,   terms,  or  conditions  of  additional  financing
unavailable.


The Company was  incorporated on February 5, 2004, and to date has been involved
primarily in organizational  activities.  The Company has incurred a net loss of
$89,375 for the period from February 5, 2004  (inception)  to February 28, 2006,
and has no revenues to date. The Company's  future is dependent upon its ability
to obtain  financing  and upon future  profitable  operations  from the acquired
leases and working interests in oil and gas producing properties.


The Company's  financial  statements  included with this Annual Report have been
prepared  assuming  that it will  continue  as a going  concern.  The  Company's
auditors  have  made  reference  to the  substantial  doubt as to the  Company's
ability to continue as a going  concern in their audit  report on the  Company's
audited financial statements for the year ended February 28, 2006.

         The Company has a limited operating history.

The  Company  has a limited  operating  history  and must be  considered  in the
development  stage.  The Company's  operations  will be subject to all the risks
inherent in the  establishment of a developing  enterprise and the uncertainties
arising from the absence of a significant operating history. No assurance can be
given that the Company may be able to operate on a profitable basis.

                                      -6-

<page>

Inability of the Company's  officers and directors to devote sufficient  time to
the operation of the business may limit Quantum's success.

Presently the officers and directors of the Company  allocate  only a portion of
their time to the operation of the business. Although Mr. Ellsworth is  prepared
to spend up to 40 hours a  week  towards  the operations  of  the  Company,  Ms.
Jensen and Ms. Schut will only be able to dedicate up to 20 hours a week.

If the  business  requires  more time for  operations  than  anticipated  or the
business develops faster than anticipated, the officers and directors may not be
able to devote  sufficient  time to the operation of the business to ensure that
it continues as a going concern.
 Even if this  lack of  sufficient  time of the  management  is not fatal to the
Company's  existence,  it may  result  in  limited  growth  and  success  of the
business.

It may be difficult for Quantum stockholders to resell their stock due to a lack
of public trading market

The Company has its common  stock quoted for trading on the OTCBB,  however,  to
date,  the  trading  has been  sporadic  and light in volume and there can be no
assurance  that  an  active  trading  market  for  the  Company's   shares  will
materialize.  Until  there is an  established  trading  market,  holders  of the
Company's  common stock may find it  difficult to sell their stock.  If a market
for the Company's common stock does develop, the stock price may be volatile.

     "Penny Stock" rules may restrict the market for the Company's shares

The  Company's  shares of common stock are subject to rules  promulgated  by the
Securities and Exchange  Commission  relating to "penny  stocks," which apply to
companies  whose  shares are not traded on a national  stock  exchange or on the
Nasdaq  system,  trade at less than $5.00 per share,  or who do not meet certain
other   financial   requirements   specified  by  the  Securities  and  Exchange
Commission. These rules require brokers who sell "penny stocks" to persons other
than  established  customers  and  "accredited  investors"  to complete  certain
documentation,  make suitability  inquiries of investors,  and provide investors
with  certain  information  concerning  the risks of  trading  in the such penny
stocks.  These rules may  discourage  or restrict the ability of brokers to sell
our shares of common stock and may affect the secondary market for our shares of
common  stock.  These  rules could also hamper our ability to raise funds in the
primary market for our shares of common stock.


(C) Reports to Security Holders.

The  Company  files  periodic  and  current  reports   electronically  with  the
Securities and Exchange  Commission.  The public may read and copy any materials
the  Company  files  with the SEC at the SEC's  Public  Reference  Room at 100 F
Street,  NE,  Washington,  DC 20549.  The public may obtain  information  on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC  maintains an Internet  site that contains  reports,  proxy and  information
statements,  and other information  regarding  issuers that file  electronically
with the SEC at: http://www.sec.gov.


ITEM  2.     DESCRIPTION OF PROPERTY.

The  Company  does not own or rent  facilities  of any kind.  At  present  it is
operating  from the official  address that is located  within the offices of Mr.
Ellsworth,  the Company's President.  This space is provided free of charge. The
Company will likely continue to use this space for its executive offices for the
next 12 months.

                                      -7-

<page>

The Company's  acquired  interests in oil and gas properties are being developed
as follows:
Corsicana Pilot Project
-----------------------
Thirteen  wells has been drilled to the Nacotoch  zone, of which seven wells are
tied into the tank battery,  flow lines  installed and the field is electrified.
The wells will be perforated in the upper Nacotoch zone for added production. It
is  expected  that the  seven  wells  will be on line by June 15,  2006.  Surtek
Engineers  are designing  the polymer  flood  program for the pilot  project.  A
successful  pilot program could lead to the drilling of up to 500 wells over the
next few years.

Corsicana Seismic program
-------------------------
A seismic  company  from  Houston,  Texas has been hired to shoot the 3D seismic
over a 4000 acre series of leases.  The seismic  project is expected to identify
several different deep zones below the Nacotoch. These include Pecan Gap, Austin
Chaulk,  Woodbine,  Wolf City, Cotton Valley,  Smackover and others.  There is a
potential to uncover vast deep zone structures which would lead to a significant
drilling program. Seismic project is scheduled to start in late July of 2006.

McKinney
--------
There are three producing wells in the 1000 acre McKinney leases.  The wells are
marginal,  however,  McKinney #2 is  producing  10 barrels a day after a lateral
well bore and fracturing was carried out. Normal production is 2 or 3 barrel per
day.

Barnett Shale
-------------
Two  Barnett  Shale  wells are Boyd #1 and Inglish #2. To date the Boyd well has
paid back approx $20,000 and the Inglish well about $2,000. The Inglish well had
mechanical problems on completion and REO Inc., the operator,  is trying various
methods to rectify the problem and to increase production.


ITEM 3.     LEGAL PROCEEDINGS.

The  Company  is not a party to any  legal  proceedings,  nor it is aware of any
contemplated or pending legal proceedings against it.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

A name change from Boomers Cultural Development Inc. to Quantum  Energy Inc. was
made by written  consent of  45,500,000  of the  Company's 45,500,000 issued and
outstanding shares of common stock on May 18, 2006.  The effective  date of  the
change was May 30, 2006.


                                     PART II

ITEM 5.      MARKET COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market for the Common Stock
The  Company's  common  stock was  first  quoted  for  trading  on the  National
Association of Securities Dealer's OTC Bulletin Board ("OTCBB") using the ticker
symbol BCDI.OB on July 25, 2005.  Effective May 30, 2006 the Company's symbol is

                                      -8-

<page>

QEGY.OB.  The following  quotations  were obtained from and reflect  interdealer
prices,  without retail markup,  markdown, or commission,  and may not represent
actual transactions.  There have been no reported  transactions in the Company's
stock for certain of the trading  days during the periods  reported  below.  The
following table sets forth the high and low bid prices for the Company's  common
stock on the OTCBB for the periods indicated:

                                                              High         Low
                                                            --------    --------
Fiscal Year Ended February 28, 2007:
Quarter ending August 31, 2006 (through June 8, 2006)         $3.00      $1.05
  Quarter ended May 31, 2006 (through May 24, 2006).........  $3.00      $0.45
Fiscal Year Ended February 28, 2006:
  Quarter ended February 28, 2006...........................   1.01       0.15
  Quarter ended November 30, 2005...........................  0.014      0.014
  Quarter ended August 31, 2005 (beginning July 25, 2005)...  0.014      0.010

Holders of the Common Stock
As of June 8, 2006, there were 45 holders of record.

Dividends
The Company has not declared any cash  dividends,  nor does it intends to do so.
The Company is not subject to any legal  restrictions  respecting the payment of
dividends,  except  that they may not be paid to render the  Company  insolvent.
Dividend  policy  will be  based  on the  cash  resources  and  needs  and it is
anticipated  that all  available  cash will be needed for the  operations in the
foreseeable future.




ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Plan of Operation
Currently,  the Company  plans  to  pursue  its  new  interests  in  oil and gas
industry.  On May 19, 2006  Quantum  signed  a  definitive  agreement  with KOKO
Petroleum,  Inc.  (:KOKO") to acquire oil and gas interests that KOKO has in the
Corsicana Pilot Project, Barnett Shale Formation, and McKinney in Texas. Set out
below are KOKO's interests being transferred to Quantum:
1.  Corsicana  Pilot  Project:  a 50% working  interest for USD$750,000 and will
    earn a 23,5% net revenue  interest  in  producing  wells  of  the  Corsicana
    leases upon completion of the project;
2.  Barnett Shale: a 10% working interest in two Barnett Shale wells;
3.  McKinney  Lease:  an interest  in three producing  wells in this 1,000 acres
    lease that  carries  potential  to  accommodate numerous future drillings in
    several zones; and

The above  mentioned  funds are going to be raised by Qunatum  through an equity
financing.

Liquidity and Capital Resources
The  Company  had cash of $1,016 as of February  28,  2006,  compared to cash of
$61,722 as of February 28, 2005.  The Company had a working  capital  deficit of
$8,688 as of February  28,  2006,  compared to working  capital of $58,444 as of
February 28, 2005.

                                      -9-

<page>

The decrease in working capital and in cash was substantially due to general and
administrative  expenses  incurred by the Company.  The Company will continue to
utilize  the free labor of its  directors  and  stockholders  until such time as
funding is sourced from the capital markets.  It is anticipated that funding for
the next twelve months will be required to maintain the Company.

Going Concern
The  Company  has not  attained  profitable  operations  and is  dependent  upon
obtaining financing to pursue its business  objectives.  For these reasons,  the
Company's  auditors  stated in their report on the Company's  audited  financial
statements that they have substantial doubt the Company will be able to continue
as a going concern without further financing.

Future Financings
The Company will  continue to rely on equity sales of the common shares in order
to continue to fund the Company's business  operations.  Issuances of additional
shares will result in dilution to existing  stockholders.  There is no assurance
that the Company will achieve any additional  sales of the equity  securities or
arrange for debt or other financing to fund planned business activities.

Off-Balance Sheet Arrangements
The Company has no significant  off-balance sheet  arrangements that have or are
reasonably likely to have a current or future effect on the Company's  financial
condition,  changes in financial  condition,  revenues or  expenses,  results of
operations,  liquidity,  capital  expenditures  or  capital  resources  that  is
material to stockholders.

ITEM 7.    FINANCIAL STATEMENTS

                                      -10-

<page>


                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                           FEBRUARY 28, 2006 AND 2005
                            (Stated in U.S. Dollars)

                                      -11-

<page>

                                                                MORGAN & COMPANY
                                                           Chartered Accountants


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders
Boomers' Cultural Development, Inc.
(A development stage company)

We have audited the balance  sheets of Boomers'  Cultural  Development,  Inc. (a
development  stage company) as at February 28, 2006 and 2005, and the statements
of operations,  cash flows, and  stockholders'  (deficiency)  equity for the two
years in the period ended February 28, 2006 , and for the cumulative period from
inception,  February 5, 2004, to February 28, 2006.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company as at February 28,
2006 and 2005,  and the results of its operations and its cash flows for each of
the two years in the period  ended  February 28,  2006,  and for the  cumulative
period from  inception,  February 5, 2004,  to February 28, 2006,  in conformity
with United States generally accepted accounting principles..

The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included consideration
of internal  control over  financial  reporting as a basis for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the Company has  suffered  recurring  losses from  operations,  has
negative  cash flows,  has a  stockholders'  deficiency  and is  dependent  upon
obtaining adequate financing to fulfil its development activities. These factors
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


Vancouver, Canada                                           "Morgan & Company"

May 22, 2006                                              Chartered Accountants

                                      -12-

<page>


                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)

<table>
<caption>
----------------------------------------------------------------------------------------------------------------
                                                                                            FEBRUARY 28
                                                                                          2006             2005
----------------------------------------------------------------------------------------------------------------

                                                                                 <c>            <c>
ASSETS

Current
     Cash and cash equivalent                                                       $       1,016   $      61,722

Capital Assets (Note 3)                                                                     3,846           1,323
Website Development Costs (Note 4)                                                          1,333           2,800
                                                                                    -----------------------------

                                                                                    $       6,195   $      65,845
=================================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                                       $       4,703   $       3,278
     Note payable to related party (Note 5)                                                 5,000            -
                                                                                    -----------------------------
                                                                                            9,703           3,278
                                                                                    -----------------------------

STOCKHOLDERS' (DEFICIENCY) EQUITY

Capital Stock
     Authorized:
         75,000,000 common shares, par value $0.001 per share

     Issued and outstanding
          45,500,000 common shares at February 28, 2006
          45,500,000 common shares at February 28, 2005                                    45,500          45,500

     Additional paid-in capital                                                            40,500          40,500

Deficit Accumulated During The Development Stage                                          (89,508)        (23,433)
                                                                                    ------------------------------
                                                                                           (3,508)         62,567
                                                                                    ------------------------------

                                                                                    $       6,195   $      65,845
==================================================================================================================
</table>


    The accompanying notes are an integral part of the financial statements.

                                      -13-

<page>

                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                            (Stated in U.S. Dollars)

<table>
<caption>
-----------------------------------------------------------------------------------------------------------------
                                                                                                     CUMULATIVE
                                                                                                     PERIOD FROM
                                                                                                      INCEPTION
                                                                   YEAR              YEAR            FEBRUARY 5
                                                                   ENDED             ENDED             2004 TO
                                                                FEBRUARY 28       FEBRUARY 28        FEBRUARY 28
                                                                   2006              2005               2006
-----------------------------------------------------------------------------------------------------------------

                                                          <c>              <c>                 <c>
Revenue                                                       $         -      $              -   $            -
                                                          -------------------------------------------------------

Expenses
     Depreciation                                                   2,573                 1,310            3,883
     Marketing                                                     23,027                 4,000           27,027
     Office and administration                                      7,909                 3,072           10,992
     Organizational costs                                               -                   309            1,034
     Professional fees                                             32,566                12,506           46,572
                                                          -------------------------------------------------------
                                                                   66,075                21,197           89,508
                                                          -------------------------------------------------------

Net Loss For The Period                                       $   (66,075)     $       (21,197)   $      (89,508)
=================================================================================================================


Basic And Diluted Loss Per Share                              $     (0.00)     $         (0.00)
===============================================================================================


Weighted Average Number Of Shares Outstanding
                                                                 45,500,000         39,866,450
==============================================================================================
</table>


    The accompanying notes are an integral part of the financial statements.

                                      -14-

<page>



                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)

<table>
<caption>
-----------------------------------------------------------------------------------------------------------------
                                                                                                     CUMULATIVE
                                                                                                     PERIOD FROM
                                                                                                      INCEPTION
                                                                   YEAR              YEAR            FEBRUARY 5
                                                                  ENDED              ENDED             2004 TO
                                                               FEBRUARY 28        FEBRUARY 28        FEBRUARY 28
                                                                   2006              2005               2006
-----------------------------------------------------------------------------------------------------------------

                                                         <c>                <c>                <c>
Cash Flows From Operating Activities
     Net loss for the period                                 $     (66,075)    $       (21,197)   $     (89,508)

Adjustments To Reconcile Net Loss To Net Cash Used By
  Operating Activities
     Depreciation                                                    2,573               1,310            3,883
     Accounts payable and accrued liabilities                        1,425               1,053            4,703
                                                             ----------------------------------------------------
                                                                   (62,077)            (18,834)         (80,922)
                                                             ----------------------------------------------------

Cash Flows From Investing Activities
     Additions to capital assets                                    (3,629)             (1,433)          (5,062)
     Additions to intangibles                                            -              (4,000)          (4,000)
                                                             ----------------------------------------------------
                                                                    (3,629)             (5,433)          (9,062)
                                                            -----------------------------------------------------

Cash Flows From Financing Activities
     Issuance of common shares                                           -              65,000           86,000
     Note payable to related party                                   5,000                   -            5,000
                                                             ----------------------------------------------------
                                                                     5,000              65,000           91,000
                                                             ----------------------------------------------------

Increase In Cash During The Period                                 (60,706)             40,733            1,016

Cash, Beginning Of Period                                           61,722              20,989               -
                                                             ----------------------------------------------------

Cash, End Of Period                                          $       1,016     $        61,722    $       1,016
=================================================================================================================


Supplemental Disclosure Of Cash Flow Information
     Cash paid for:
         Interest                                            $           -     $             -    $          -
         Income taxes                                                    -                   -               -
=================================================================================================================
</table>

    The accompanying notes are an integral part of the financial statements.

                                      -15-

<page>

                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                  STATEMENTS OF STOCKHOLDERS' DEFICIENCY EQUITY

          PERIOD FROM INCEPTION, FEBRUARY 5, 2004, TO FEBRUARY 28, 2006
                            (Stated in U.S. Dollars)

<table>
<caption>
                                                                                                        DEFICIT
                                                                    CAPITAL STOCK                     ACCUMULATED
                                                     ---------------------------------------------
                                                                                     ADDITIONAL        DURING THE
                                                                                      PAID-IN         DEVELOPMENT
                                                        SHARES         AMOUNT         CAPITAL            STAGE           TOTAL
                                                     ----------------------------------------------------------------------------

                                                  <c>            <c>           <c>             <c>                 <c>
Inception, February 5, 2004                                -        $       -      $       -       $       -           $       -

February 12, 2004 - Shares issued for cash at
  $0.001                                               20,000,000         20,000      (18,000)             -               2,000
February 27, 2004 - Shares issued for cash at $0.01
                                                       19,000,000         19,000           -               -              19,000
Net loss for the period                                    -                -              -             (2,236)          (2,236)
                                                     ----------------------------------------------------------------------------

Balance, February 29, 2004                             39,000,000         39,000        (18,000)         (2,236)          18,764

December 2004 - Shares issued for cash at $0.10
                                                        6,500,000          6,500         58,500            -              65,000
Net loss for the year                                      -                -              -            (21,197)         (21,197)
                                                     ----------------------------------------------------------------------------

Balance, February 28, 2005                             45,500,000         45,500         40,500         (23,433)          62,567

Net loss for the year                                      -                -              -            (66,075)         (66,075)
                                                     ----------------------------------------------------------------------------

Balance, February 28, 2006                             45,500,000   $     45,500   $     40,500    $    (89,508)       $  (3,508)
                                                     ============================================================================
</table>



    The accompanying notes are an integral part of the financial statements.

                                      -16-

<page>


                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                            (Stated in U.S. Dollars)



1.   NATURE AND CONTINUANCE OF OPERATIONS

     a)  Organization

         The Company was  incorporated in the State of Nevada,  United States of
         America, on February 5, 2004.

     b)  Development Stage Activities

         The Company is in the  development  stage and has not yet  realized any
         revenues from its planned operations.  The Company intends to establish
         itself as a provider of personally guided tours for visitors to British
         Columbia,  Canada.  The Company also intends to establish  itself as an
         oil and gas exploration  enterprise with initial activity in the United
         States of America (note 8b).

     c)  Effective August 26, 2005, the Board of Directors authorized a 1 for 10
         stock split of the Company's  issued  common stock.  One (1) old issued
         common share was split into 10 new issued common shares. All references
         in the accompanying financial statements to the number of common shares
         have been restated to reflect the stock split. The authorized number of
         common shares  remains at 75,000,000  common shares with a par value of
         $0.001.

     d)  Going Concern

         The accompanying  financial  statements have been prepared assuming the
         Company will continue as a going concern.

         As shown in the  accompanying  financial  statements,  the  Company has
         incurred  losses  from  operations,  has  negative  cash  flows,  has a
         stockholders'  deficiency  and is  dependent  upon  obtaining  adequate
         financing to fulfil its  development  activites.  These  factors  raise
         substantial doubt about its ability to continue as a going concern. The
         future of the Company is dependent upon its ability to obtain financing
         and upon  future  profitable  operations  from the  development  of its
         services  or  exploration.  Management  has  plans  to seek  additional
         capital  through a public  offering of its common stock.  The financial
         statements   do  not   include   any   adjustments   relating   to  the
         recoverability and classification of recorded assets, or the amounts of
         and  classification of liabilities that might be necessary in the event
         the Company cannot continue in existence.


                                      -17-

<page>

                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                            (Stated in U.S. Dollars)



2.   SIGNIFICANT ACCOUNTING POLICIES

     The  financial  statements  of the Company have been prepared in accordance
     with  generally  accepted  accounting  principles  in the United  States of
     America.  Because a precise determination of many assets and liabilities is
     dependent upon future events, the preparation of financial statements for a
     period  necessarily  involves  the use of  estimates,  which have been made
     using careful judgment. Actual results may vary from these estimates..

     The financial  statements  have,  in  management's  opinion,  been properly
     prepared within  reasonable  limits of materiality and within the framework
     of the significant accounting policies summarized below:

     a)  Cash and Cash Equivalents

         For  purposes of the balance  sheet and  statement  of cash flows,  the
         Company  considers all highly liquid debt  instruments  purchased  with
         maturity of three  months or less to be cash  equivalents.  At February
         28, 2006, the Company had no cash equivalents.

     b)   Foreign Currency Translation

         The Company's  functional  currency is the U.S. dollar. Transactions in
         Canadian  dollars are translated into U.S. dollars as follows:

         i) monetary items at the rate  prevailing at the balance sheet date;
         ii) non-monetary  items at the historical  exchange rate;
         iii) revenue and expense at the rate in effect on the date of invoice.

         Gains and  losses on  translation  are  recorded  in the  statement  of
         operations.

     c)  Organizational and Start-Up Costs

         Costs of  start-up  activities,  including  organizational  costs,  are
         expensed as incurred.

     d)  Development Stage Company

         The Company is a development stage company as defined in the Statements
         of  Financial  Accounting  Standards  No. 7. The  Company  is  devoting
         substantially  all of its present  efforts to  establish a new business
         and none of its planned principal operations have commenced. All losses
         accumulated  since  inception  has  been  considered  as  part  of  the
         Company's development stage activities.

                                      -18-

<page>

                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                            (Stated in U.S. Dollars)



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     e)  Capital Assets

         Capital assets are recorded at cost. Depreciation of computer equipment
         is at a rate of 30% per annum, on a straight-line  basis.  Depreciation
         of office  equipment is at a rate of 20% per annum,  on a straight-line
         basis.

     f)  Website Development Costs

         Website  development  costs  represent  capitalized  costs  of  design,
         configuration,  coding,  installation  and  testing  of  the  Company's
         website up to its  initial  implementation.  Upon  implementation,  the
         asset will be amortized to expense  over its  estimated  useful life of
         three   years  using  the   straight-line   method.   Ongoing   website
         post-implementation   costs  of  operation,   including   training  and
         application maintenance, will be charged to expense as incurred.

     g)  Impairment of Long-Lived Assets

         Capital assets are reviewed for impairment in accordance  with SFAS No.
         144 - "Accounting for the Impairment or Disposal of Long-Lived Assets",
         which was adopted  effective  March 1, 2004.  Under SFAS No. 144, these
         assets  are  tested for  recoverability  whenever  events or changes in
         circumstances   indicate  that  their  carrying   amounts  may  not  be
         recoverable. An impairment charge is recognized for the amount, if any,
         which the carrying value of the asset exceeds the fair value.

     h)  Income Taxes

         The Company has adopted the Statement of Financial Accounting Standards
         No. 109 - "Accounting  for Income Taxes" (SFAS 109).  SFAS 109 requires
         the use of the  asset and  liability  method  of  accounting  of income
         taxes.  Under the asset and liability method of SFAS 109,  deferred tax
         assets and liabilities  are recognized for the future tax  consequences
         attributable to temporary  differences between the financial statements
         carrying   amounts  of  existing   assets  and  liabilities  and  their
         respective tax bases.  Deferred tax assets and liabilities are measured
         using  enacted  tax rates  expected  to apply to taxable  income in the
         years in which those temporary differences are expected to be recovered
         or settled.

                                      -19-

<page>

                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                            (Stated in U.S. Dollars)



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     i)  Basic and Diluted Loss Per Share

         In accordance with SFAS No. 128 - "Earnings Per Share",  the basic loss
         per common share is computed by dividing  net loss  available to common
         stockholders   by  the  weighted   average   number  of  common  shares
         outstanding. Diluted loss per common share is computed similar to basic
         loss per common  share  except that the  denominator  is  increased  to
         include  the number of  additional  common  shares that would have been
         outstanding  if the potential  common shares had been issued and if the
         additional  common  shares were  dilutive.  At February 28,  2006,  the
         Company had no stock  equivalents that were  anti-dilutive and excluded
         in the earnings per share computation.

     j)  Financial Instruments

         The carrying value of the Company's financial instruments consisting of
         cash, and accounts payable and accrued  liabilities  approximate  their
         fair value due to the short term maturity of such  instruments.  Unless
         otherwise  noted,  it is  management's  opinion that the Company is not
         exposed to significant interest,  currency or credit risks arising from
         these financial statements.

     k)  New Accounting Standards

         Management  does not  believe  that any  recently  issued,  but not yet
         effective,  accounting  standards,  if currently adopted,  could have a
         material effect on the accompanying financial statements.


3.   CAPITAL ASSETS
<table>
<caption>
                                                            2006                                       2005
                                   ----------------------------------------------------------------------------
                                                       ACCUMULATED              BOOK                   BOOK
                                       COST            DEPRECIATION            VALUE                  VALUE
                                   ------------- ------------------------- ------------------------------------
    
                           <c>           <c>                      <c>                  <c>
     Office equipment              $    3,629    $               664       $     2,965         $           -
     Computer equipment                 1,433                    552               881                 1,323
                                   ----------------------------------------------------------------------------

                                   $    5,062    $             1,216       $     3,846         $       1,323
                                   ============================================================================
</table>

                                      -20-

<page>

                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                            (Stated in U.S. Dollars)



4.   WEBSITE DEVELOPMENT COSTS
<table>
<caption>
                                                            2006                                       2005
                                   ----------------------------------------------------------------------------
                                                       ACCUMULATED              BOOK                   BOOK
                                       COST            DEPRECIATION            VALUE                  VALUE
                                   ------------- ------------------------- ------------------------------------
     
                           <c>           <c>                       <c>                 <c>
     Website development           $    4,000    $             2,667       $     1,333         $       2,800
                                   ----------------------------------------------------------------------------

                                   $    4,000    $             2,667       $     1,333         $       2,800
                                   ============================================================================
</table>

5.   NOTE PAYABLE TO RELATED PARTY

     The President and Chief Executive  Officer  advanced the Company $5,000 for
     operations.  The  advance is secured by a  promissory  note,  does not bear
     interest and is due on demand.


6.  COMMON STOCK

      In the period  ended  February  29, 2004,  the Company  issued  20,000,000
      common  shares at a price of $0.001 per share for total gross  proceeds of
      $2,000  and  19,000,000  common  shares  at a price of $0.01 per share for
      total gross proceeds of $19,000.

      In the year ended February 28, 2005, the Company issued  6,500,000  common
      shares at a price of $0.10 per share for total gross proceeds of $65,000.

      The  Company  has  no  stock  option  plan,  warrants  or  other  dilutive
securities.


7.   INCOME TAX

     A  reconciliation  of income  tax  expense to the  amount  computed  at the
     statutory rate is approximately as follows:
                                           2006                2005
                                     ------------------=--------------------

    Loss for the period                $     (66,075)     $      (21,197)
    Statutory provision                           35%                 35%
                                     ---------------------------------------
    Expected income taxes recovered    $     (23,126)     $       (7,419)
    Unrecognized tax losses                   23,126               7,419
                                     ---------------------------------------
                                        $          -      $            -
                                     =======================================

     The Company has $89,508  (2005 - $23,433)  in  accumulated  losses  carried
     forward  which  will  expire in 2024 to 2026 if not  utilized.  Accumulated
     unrecognized tax losses amounted to approximately $31,300 (2005 - $8,200).

                                      -21-

<page>

                       BOOMERS' CULTURAL DEVELOPMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           FEBRUARY 28, 2006 AND 2005
                            (Stated in U.S. Dollars)



8.  SUBSEQUENT EVENTS

     a)  On April 7, 2006 the President and Chief Executive Officer advanced the
         Company  additional  funds for  operations  in the  amount of $5,000 in
         Canadian  Funds and $1,000 USD. The advances are secured by  promissory
         notes, do not bear interest and are due on demand.

     b)  On May 9, 2006 and May 19,  2006  respectively,  the  Company  signed a
         Memorandum of  Understanding  to Acquire  Assets and an Asset  Purchase
         Agreement (the"Agreements") with a public company in the United States.
         The  Agreements  provide for the purchase of certain  assets  including
         interests  in an oil and gas  project in the State of Texas and related
         agreements  with third  parties and are  scheduled  to close on May 31,
         2006.  In  consideration  for the  purchase  of the assets the  Company
         agreed to pay  $20,000 on  closing  and up to  $80,000  thereafter  for
         professional  and public company  filing fees,  assume debt of $150,000
         related  to the  oil and  gas  project,  assume  other  debts  of up to
         $1,600,000 and issue 1,500,000 common shares of the Company.


                                      -22-

<page>


ITEM 8.    CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
           FINANCIAL DISCLOSURE.
None.

ITEM 8A.  Controls and procedures

An evaluation was performed under the supervision and with the  participation of
the management,  including the chief  executive  officer and the chief financial
officer,  of the  effectiveness  of the design and  operation of the  disclosure
procedures. Based on management's evaluation as of the end of the period covered
by this Annual  Report,  the  Company's  principal  executive  officer and chief
financial officer have concluded that the disclosure controls and procedures (as
defined in Rules  13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of
1934, as amended (the  "Exchange  Act")) were  sufficiently  effective to ensure
that the information required to be disclosed by the Company in the reports that
are filed under the  Exchange  Act is  gathered,  analyzed  and  disclosed  with
adequate timeliness, accuracy and completeness.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of the  evaluation  referred  to  above,  nor were  there  any  significant
deficiencies or material  weaknesses in the internal controls.  Accordingly,  no
corrective actions were required or undertaken.

ITEM 8B.   Other Information
None
                                    PART III

                                      -23-

<page>

ITEM 9.    DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS   AND   CONTROL  PERSONS;
           COMPLIANCE WIH SECTION 16(a) OF THE EXCHANGE ACT

The  following  table sets forth the names,  ages and  positions  of the current
directors and executive officers of the Company:

      Name                          Age          Offices Held

      Bruce E. Ellsworth            77           Director, President
      Lorena Jensen                 32           Director, Secretary, Treasurer
      Caroline Schut                39           Director



Mr. Bruce E. Ellsworth
Mr.  Ellsworth has served as President and Director since February 12, 2004. Mr.
Ellsworth is experienced in corporate  management,  public relations,  sales and
marketing.  He retired from the British  Columbia  Institute of  Technology,  in
September 1994, where he was employed as an instructor in travel and tourism for
approximately  13 years.  Subsequent to his retirement,  Mr.  Ellsworth has been
active as an  independent  consultant  offering his expertise in areas of sales,
marketing  and  customer  relations  to  various  organizations.  He is  also is
actively  involved with British Columbia Aviation Hall of Fame doing research on
aviation  personalities  toward recommending certain of these individuals become
members of the Hall.  In addition,  Mr.  Ellsworth is  performing  research work
(gratis) in conjunction  with Mr. Ron Davies,  Curator of Civil Aviation for the
Smithsonian  Institute,  Washington  DC. Mr.  Ellsworth  is  currently  devoting
approximately 20 hours a week of his time to QUANTUM. However, he is prepared to
spend up to 40 hours a week, as required during the critical startup  activities
of the Company.

Ms. Lorena Jensen
Ms. Lorena Jensen has served as  Secretary/Treasurer and Director since February
12, 2004. Ms. Jensen  is  presently  attending  British  Columbia  Institute  of
Technology and is enrolled in an Aboriginal  Venture Program.  She  is  also  an
entrepreneur and  has  owned  her  own  small business, Savage Contracting Ltd.,
since  September 1999.  She serves  as  President  and  is the sole Director and
Shareholder. The construction  company is focused on contract concrete work. Ms.
Jensen is  currently  devoting  approximately  10  hours  a  week of her time to
Quantum. She is  prepared  to spend up to 20 hours a week of her  time  when the
Company  begins operations.

Ms. Caroline Schut
Ms. Caroline Schut has served on the Board of Directors since February 27, 2004.
Ms.  Schut is presently  working as  executive  assistant to the Chairman of the
Board of Family Services,  a non-profit  counseling  service in North Vancouver,
British  Columbia,  and has served in this capacity since September 1998. Family
Services is a recognized  provincial  agency  providing  social  services to the
local  community.  Her background  experience  includes  coordinating of special
events,  developing  promotional  venues  and  the  merchandising  of  specialty
products. She is experienced with the hospitality industry and has been involved
in sales and marketing.
 She  is  able  to  dedicate  only  moderate  time  towards  Quantum's  business
activities.

Term of Office

                                      -24-

<page>

The  Company's  directors are appointed for a one-year term to hold office until
the next annual general meeting of the stockholders or until removed from office
in accordance with the Company's bylaws.  Officers are appointed by the board of
directors and hold office until removed by the board.

Audit Committee
The Company  currently does not have an audit committee  financial expert, or an
independent audit committee expert on the Board of Directors.

Code of Ethics
The  Company  recently  adopted a code of ethics that  applies to its  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  or  persons  performing  similar  functions.  A copy of the Code of
Ethics is filed as an exhibit to this Annual Report.


ITEM 10.     EXECUTIVE COMPENSATION.

The  Executive  Officers  have not received any  compensation  since the date of
incorporation  of the  Company,  and no  compensation  is accrued.  There are no
securities  authorized for issuance under any equity  compensation  plan, or any
options, warrants, or rights to purchase the Company's common stock.

Compensation of Directors
No  compensation is paid to directors for serving as a director on the Company's
board of directors,  but they are entitled to receive  reimbursement for all out
of pocket expenses incurred for attendance at the Board of Directors meetings.

Pension and Retirement Plans
Currently,  the  Company  does not  offer any  annuity,  pension  or  retirement
benefits to any of its officers or directors, in the event of retirement.  There
are also no compensatory  plans or  arrangements  with respect to any individual
named above which results or will result from the resignation, retirement or any
other  termination  of  employment  with the  Company,  or from a change  in the
control of the Company.


ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following table sets forth certain  information,  as of  May  24, 2006  with
respect to any person  (including  any "group",  as that term is used in Section
13(d)(3)  of the Securities  Exchange  Act  of  1934,  as amended (the "Exchange
Act")) who is known to the Company to be the beneficial  owner of more than five
percent of any class of the Company's voting securities,  and as to those shares
of the Company's equity securities beneficially owned by each  its director, the
executive  officers  of the  company  and  all of its  directors  and  executive
officers of the Company and all of its  directors and  executive  officers  as a
group.  As  of  June  8,  2006,  there  were  45,500,000  shares of Common Stock
outstanding.

The  number  of  shares of Common  Stock  beneficially  owned by each  person is
determined  under the rules of the  Securities  and Exchange  Commission and the
information is not necessarily  indicative of beneficial ownership for any other
purpose. Under such rules,  beneficial ownership includes any shares as to which
such person has sole or shared  voting  power or  investment  power and also any
shares which the  individual  has the right to acquire  within 60 days after the
date hereof,  through the exercise of any stock option,  warrant or other right.
Unless otherwise indicated, each person has sole investment and voting power (or
shares such power with his or her spouse)  with  respect to the shares set forth
in the following table.  The inclusion herein of any shares deemed  beneficially
owned does not constitute an admission of beneficial  ownership of those shares.
The table also shows the number of shares  beneficially owned as of June 8, 2006
by each of the individual  directors and executive officers and by all directors
and executive officers as a group.

                                      -25-

<page>
<table>
<caption>
--------------------------------------------------------------------------------------------------------------------
Title of Class    Name and Address of Beneficial Owner                 Amount and Nature of
                                                                       Beneficial Ownership     Percent of Class
--------------------------------------------------------------------------------------------------------------------

              <c>                                                  <c>                       <c>
                  Bruce Ellsworth - President & Director
Common            1400 - 164 Street, #74 Surrey,                            20,000,000               43.96%
                  British Columbia, Canada, V4A 8V8
--------------------------------------------------------------------------------------------------------------------
                  Lorena Jensen - Secretary/Treasurer & Director
Common            10069 - 143 Street, Surrey,                               11,000,000               24.18%
                  British Columbia, Canada, V3T 4S9
--------------------------------------------------------------------------------------------------------------------
                  Caroline Schut - Director
Common            183 Keefer Place, # 507, Vancouver,                        8,000,000               17.58%
                  British Columbia, Canada, V6B 6B9
--------------------------------------------------------------------------------------------------------------------

Common            Directors and officers as a group                         39,000,000               85.72%

--------------------------------------------------------------------------------------------------------------------
</table>

The  Company  believes  that all persons  named have full voting and  investment
power with respect to the shares indicated, unless otherwise noted in the table.

Equity Compensation Plan Information
As of the  end of  this  fiscal  year  the  Company  did  not  have  any  equity
compensation plans.


ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On December 14, 2005, Mr. Ellsworth, the Company's President and Chief Executive
Officer, advanced CDN $5,000 to the Company for operating  expenses. The Company
has delivered a promissory  note in that amount to Mr. Ellsworth.  The loan does
not bear  interest, is unsecured, and is due on demand.

On April 7, 2006,  Mr. Ellsworth  advanced  CDN $5,000  and  USD $1,000  to  the
Company for operating  expenses.  The Company has delivered promissory  notes in
those amounts to Mr. Ellsworth.  The loans do not bear interest, are  unsecured,
and are due on demand.

                                      -26-

<page>

ITEM 13.               EXHIBITS
<table>
<caption>
     Exhibit                          Description of Exhibit                                  Location
     Number*

               <c>                                                            <c>
      Item 3       Articles of Incorporation and Bylaws
       3.1         Articles of Incorporation                                     Incorporated by reference from the
                                                                                 Registration Statement Amendment 2
                                                                                 on Form SB-2 filed October 26,
                                                                                 2004, SEC File No. 333-118138.
       3.2         Bylaws, as amended                                            Incorporated by reference from the
                                                                                 Registration Statement Amendment 2
                                                                                 on Form SB-2 filed October 26,
                                                                                 2004, SEC File No. 333-118138.
       3.3         Articles of Amendment                                         This filing
      Item 4       Instruments Defining the Rights of Security Holders,
                   Including Indentures
       4.1         Specimen Stock Certificate                                    This filing.
     Item 10       Material Contracts
       10.1        Promissory Notes:                                             This filing
                   a.  for US$5,000 dated December 15, 2005
                   b.  for US$1,000 dated April 7, 2006; and
                   c.  for US$5,000 dated April 7, 2006.
       10.2        Asset Purchase Agreement entered into on May 19, 2006         This filing
                   between KOKO Petroleum, Inc. and Boomers Cultural
                   Development, Inc.
     Item 14       Code of Ethics
       14.1        Code of Ethics                                                This filing.
     Item 31       Rule 13a-14(a)/15d-14(a) Certifications
       31.1        Certification of Chief Executive Officer pursuant to 18       This filing
                   U.S.C. Section 1350, as adopted pursuant to Section 302 of
                   the Sarbanes-Oxley Act of 2002
       31.2        Certification of Chief Financial Officer pursuant to 18       This filing.
                   U.S.C. Section 1350, as adopted pursuant to Section 302 of
                   the Sarbanes-Oxley Act of 2002
     Item 32       Section 1350 Certifications
       32.1        Certification of Chief Executive Officer pursuant to 18       This filing
                   U.S.C. Section 1350, as adopted pursuant to Section 906 of
                   the Sarbanes-Oxley Act of 2002
      32.2         Chief Financial Officer pursuant to 18 U.S.C. Section 1350,   This filing.
                   as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                   of 2002
</table>

*    The number  preceding the decimal  indicates the  applicable  SEC reference
     number in Item 601, and the number  following  the decimal  indicating  the
     sequence of the particular document.

                                      -27-

<page>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following  table sets forth  information  regarding the amount billed to the
Company by its  independent  auditor,  Morgan and Company,  for the fiscal years
ended February 28, 2006 and 2005:
                                             Years ended February 28
                                        2005                         2006
Audit Fees:                            $3,700                       $6,400
Non-Audit Related Fees:                   Nil                          Nil
Tax Fees:                                 Nil                          Nil
All Other Fees:                           Nil                          Nil
Total:                                 $3,700                       $6,400

Audit Fees


Audit Fees are the  aggregate  fees  billed by the  independent  auditor for the
audit of the  consolidated  annual  financial  statements,  reviews  of  interim
financial  statements,  and attestation services that are provided in connection
with statutory and regulatory filings or engagements.

Generally,  the board of  directors  approves  in  advance  audit and  non-audit
services to be provided by Morgan and  Company.  In other cases,  in  accordance
with Rule 2-01(c)(7) of Securities and Exchange  Commission  Regulation S-X, the
board  of  directors  has  delegated  pre-approval  authority  to the  Company's
President for matters that arise or otherwise require approval between regularly
scheduled  meetings of the board of  directors,  provided that the Secretary and
Treasurer  report such approvals to the board of directors at the next regularly
scheduled meeting of the board of directors.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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, on this 12th day of June,
2006.
                               QUANTUM ENERGY INC.
By:   /s/ Bruce Ellsworth
      -----------------------------------------------------
      Bruce Ellsworth
      President, Chief Executive Officer
      Director
      Date: June 12, 2006

                                      -28-

<page>

In  accordance  with the  Securities  Exchange  Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

Per:  /s/ Lorena Jensen
      -----------------------------------------------------
      Lorena Jensen
      Chief Financial Officer
      Director
      Date: June 12, 2006


                                      -29-

<page>