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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, 2007

                        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             (I.R.S. Employer Identification No.)
incorporation or organization)



          401 - 1529 West 6th Avenue
     Vancouver, British Columbia, Canada                        V6J 1R1
     ------------------------------------                       -------
     (Address of principal executive offices)                  (Zip Code)

                                  604-737-8180
                            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 is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [X]

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, 2007: $73,702.

As of June 1,  2007,  47,000,000  shares  of  common  stock of the  issuer  were
outstanding.

As of June 1, 2007, the aggregate market value of 6,500,000 shares of the voting
common stock held by nonaffiliates was $2,275,000 calculated at a price of $0.35
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
<table>
<caption>
                                                                                                             Page

                                                                                                         <c>
PART I
Items 1 and 2.  Description of Business and Property                                                            3
Item 3.  Legal Proceedings                                                                                     10
Item 4.  Submission of Matters to a Vote of Security Holders                                                   10

PART II
Item 5.  Market For  Common Equity and Related Stockholder Matters and Small Business Issuer
Purchases of Equity Security                                                                                   11
Item 6.  Management's Discussion and Analysis or Plan of Operation                                             11
Item 7.  Financial Statements                                                                                  13
Item 8.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                  14
Item 8A. Controls and Procedures                                                                               14
Item 8B. Other Information

PART III
Item 9.  Directors, Executive Officers, Promoters, Control Persons and Corporate Governance                    15
Item 10. Executive Compensation                                                                                15
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder                15
Matters
Item 12. Certain Relationships, Related Transactions and Director Independence                                 16
Item 13. Exhibits                                                                                              17
Item 14. Principal Accountant Fees and Services                                                                19
Financial Statements
Signatures                                                                                                     20
</table>

                           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",

                                       2

<page>

"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.

                                     PART I

ITEM 1 and 2.     DESCRIPTION OF BUSINESS AND PROPERTY.

Business Development

Quantum Energy Inc. (referred to as "Quantum" or the "Company") was incorporated
on February 5, 2004, in the State of Nevada as Boomers Cultural Development Inc.
The Company's name was changed to Quantum Energy Inc. on May 30, 2006.

The  Company's  principal  executive  offices are located at 401 - 1529 West 6th
Avenue,  Vancouver,  British Columbia,  Canada V6J 1R1. The Company's  telephone
number is (604) 737-8180.  Subsequent to incorporation,  the Company has been in
the development  stage. In a fiscal period ending February 28, 2007, the Company
has generated $73,702 in revenues from operations.

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.

Mr.  Kozub  resigned as  director,  President,  CEO and CFO of the Company as of
February 28, 2007.  The Company agreed to indemnify Mr. Kozub against any future
liability  in  regard  to the  Company's  business  subsequent  to  Mr.  Kozub's
resignation.  The Company also entered into consulting  agreement with Mr. Kozub
as described hereunder.


Mr. Shane Lowry was appointed as President, CEO and CFO of the Company on
February 28, 2007.


Overview

Starting in May of 2006 the Company  changed its business from travel to 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.

                                       3

<page>

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  included
         three  producing  wells in McKinney lease  (Corsicana)  and 10% working
         interests  in two  additional  wells,  Boyd 1 and  Inglish  2  (Barnett
         Shale), 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;
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.

Corsicana Project
-----------------

Quantum entered into the Corsicana Pilot Flood Project agreement on March 1,
2006. The agreement was made between Texas M.O.R., Inc. and JMT Resources Ltd.
("Operating Parties") and Nitro Petroleum, Inc. and KOKO Petroleum, Ltd.
("Investing Parties"). Under the agreement the Investing Parties were to invest
$4,500,000. Subsequently KOKO Petroleum Ltd. sold its interest to Quantum Energy
Inc.

By the end of the year  Quantum  and  other  companies  that  invested  into the
project came to a irreconcilable  disagreement  with JMT Resources Ltd. ("JMT").
Accordingly,  after careful  consideration by the management and shareholders of
the Company,  extensive  negotiations  between all the parties and consultations
with corporate attorneys Quantum agreed to settle and withdraw from Corsicana.

On January 31, 2007 the Company entered into a settlement  agreement selling its
interest in Corsicana  oil and gas  properties  back to JMT.  Under the terms of
this  agreement,  the Company is giving up any and all  interests  it has in the
properties (three producing wells in McKinney lease and Corsicana Pilot Project)
in return  for a payment  from JMT in the  amount of  $308,200  USD.  Quantum is
released and  indemnified by JMT from any and all liabilities in regard to these
properties, environmental or otherwise.

The funds in the amount of $308,200  USD from JMT to Quantum  were due under the
settlement  agreement  on March 01,  2007.  The payment was  received on May 27,
2007.

Barnett Shale
-------------

On September 1, 2006, the Company entered into an Asset Purchase  Agreement with
Nitro Petroleum Incorporated ("Nitro"), purchasing oil and gas assets in Barnett
Shale,  Texas,  USA. In  consideration,  the Company  issued  Nitro an unsecured
promissory  note for  $400,000,  which did not accrue  interest  and was due and
payable on November 1, 2006. The assets  acquired  consist of 50% of the working
interests in the wells identified below:

                                       4

<page>

1.       10% working interest in Inglish 4 well;
2.       10% working interest in Inglish 5 well;
3.       10% working interest in Inglish D1 well;
4.       10% working interest in Inglish D2 well;
5.       5% working interest in Craig Muncaster 6 well; and
6.       5% working interest in Craig Muncaster 7 well.

On November 1, 2006 the Company  entered into an Extension  Agreement with Nitro
in regard to the APA and Company's obligation to Nitro.

Under the Extension  Agreement the original  promissory note was cancelled and a
new note was executed ( "Promissory Note 2"). Promissory Note 2 was for the same
amount of  $400,000,  but accrued  interest at ten (10 %) percent per annum.  As
security for Promissory Note 2, the Company granted to Nitro a security interest
over all of the Company's assets perfected by UCC-1 filing in a state of Nevada,
which would be released upon repayment of Promissory  Note 2. Also under the new
terms, the Company was required to issue to Nitro 250,000  restricted  shares of
Company's  common stock.  Promissory  Note 2 was due and payable on February 28,
2007.

On February 28, 2007, the Company entered into another Extension  Agreement with
Nitro in regard to the APA and Company's obligation to Nitro.

Under the Extension  Agreement 2, Promissory Note 2 was cancelled and a new note
was executed ( "Promissory Note 3"). Promissory Note 3 is for the same amount of
$400,000 and  continues to accrue  interest at ten (10 %) percent per annum.  As
security  for  Promissory  Note 3 the  Company  continues  to  grant  to Nitro a
security  interest over all of the Company's assets perfected by UCC-1 filing in
a state of Nevada, which shall be released upon repayment of the Promissory Note
3. Promissory Note 3 is due and payable on October 31, 2007.

Oil and Gas Properties

Barnett Shale
-------------

Inglish 4, Inglish 5, Inglish D1 and Inglish D2
------------------------------------------------
The Inglish 4,  Inglish 5,  Inglish D1 and Inglish D2 wells are now complete and
in  production.  The  Company's  working  interest  in each of these wells is 5%
pursuant to the APA of September 1, 2006, described above.

Average production for Inglish 4 (2 net acres) for the period starting September
1, 2006,  through May 30, 2007, was  approximately  176 bbl of oil per month and
2,494 mcf of gas per month.  The total  accumulated  through May 30,  2007,  was
1,587 bbl of oil and 22,445 mcf of gas.

Average  production for Inglish 5 (2 net acres) for the period starting  October
15, 2006, through May 30, 2007, was approximately 1,126 bbl of oil per month and
4,727 mcf of gas per month.  The total  accumulated  through May 30,  2007,  was
9,011 bbl of oil and 37,818 mcf of gas.

Average  production  for  Inglish  D1 (2 net  acres)  for  the  period  starting
September 15, 2006,  through May 30, 2007, was  approximately 480 bbl of oil per
month and 2,951 mcf of gas per  month.  The total  accumulated  through  May 30,
2007, was 4,315 bbl of oil and 26,557 mcf of gas.

                                       5

<page>

Average  production for Inglish D2 (2 net acres) for the period starting October
7, 2006,  through May 30, 2007, was  approximately  420 bbl of oil per month and
4,258 mcf of gas per month.  The total  accumulated  through May 30,  2007,  was
3,358 bbl of oil and 34,067 mcf of gas.

Crag Muncaster 6 and 7
----------------------
The Craig  Muncaster 6 and Craig Muncaster 7 are also complete and classified as
producing. As a result of the APA of September 1, 2006, the Company holds a 2.5%
working interest in Crag Muncaster 6 and Crag Muncaster 7.

Average  production  for Crag  Muncaster 6 (1 net acre) for the period  starting
November 6, 2006,  through May 30, 2007,  was  approximately  381 bbl of oil per
month and 2,823 mcf of gas per  month.  The total  accumulated  through  May 30,
2007, was 2,664 bbl of oil and 19,762 mcf of gas.

Average  production  for Crag  Muncaster 7 (1 net acre) for the period  starting
September 1, 2006,  through May 30, 2007, was  approximately  268 bbl of oil per
month and 2,785 mcf of gas per  month.  The total  accumulated  through  May 30,
2007, was 2,409 bbl of oil and 25,062 mcf of gas.

Boyd 1
-------
The Company is receiving revenues from a 10% working interest (7.5% net revenue)
in the Boyd 1 well of Barnett  Shale  lease,  which is  subject  to royalty  and
overriding royalty interests. Boyd 1 went into production in July 2006.

Average  production  for Boyd 1 (4 net  acres)  since  the  time of  acquisition
(9months) from this well is approximately 115 bbl of oil per month and 3,390 mcf
of gas. The total  accumulated  through May 30,  2007,  was 1,032 bbl of oil and
30,506 mcf of gas.

Inglish 2
---------
The Company is receiving  revenues from a 10% working  interest in the Inglish 2
well, Barnett Shale, which amounts to 7.5% net revenue.  The Inglish 2 went into
production in October 2006. The transaction closed on June 12, 2006.

Average  production for the Inglish 2 (4 net acres) for the period  starting May
24, 2006,  through May 30, 2007, was  approximately  77 bbl of oil per month and
467 mcf of gas per month.  The total  accumulated  through May 30, 2007, was 928
bbl of oil and 5,603 mcf of gas.

Inglish 1H
----------
Quantum also acquired a 5% working interest in the Inglish 1H (horizontal)  well
for $135,000  from REO Energy Ltd. This first  horizontal  well was completed on
August 31, 2006. It went into production September 15, 2006, and the Company has
been receiving revenues from its production since September 20, 2006.

Average  production for Inglish 1H (2 net acres) for the period  starting August
31, 2006,  through May 30, 2007, was  approximately 641 bbl of oil per month and
4,542 mcf of gas per month.  The total  accumulated  through May 30,  2007,  was
5,771 bbl of oil and 40,882 mcf of gas.

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.

                                       6

<page>

Oklahoma Property
-----------------

On  November  17,  2006,  the Company  entered  into an  agreement  to acquire a
property lease located in Oklahoma (the "Cannon  Lease") for a purchase price of
$14,000  and  an  issuance  of  the  Company's  common  stock  in  amount  to be
determined.

The unaffiliated  third party with which the Company entered into this agreement
has taken the  position  that the lease has now  expired.  The  Company  has not
issued  and does not  intend  to issue  any  common  stock in  relation  to this
transaction.

Other Property

(a) The Company's President currently provides office space at his office at 401
- 1529 West 6th Avenue,  Vancouver,  British Columbia, Canada V6J 1R1, which the
Company uses as its principal offices. The Company does not pay for use of these
premises.

(b) Investment Policies: The Company has no policy on investments in real estate
or interests in real estate, investments in real estate mortgages, or securities
of or interests in persons primarily engaged in real estate activities.

(c) Description of Real Estate and Operating Data: The Company does not hold or
intend to acquire any real estate.

Competition

The Company is aware that in the oil and gas industry 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

                                       7

<page>

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.

Environmental Regulations

The U.S.  assets the Company  has  acquired  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  conducts  its  business
largely through agreements with consultants.  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.

                                       8

<page>

         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.

         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 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
$3,163,905  for the period from  February 5, 2004  (inception)  to February  28,
2007.  The  Company had $73,702 in revenues  this last  quarter.  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.


                                       9

<page>

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, 2007.

         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.

         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 officer and  director of the Company  allocates  only a portion of
his time to the  operation of the business.   Mr. Lowry is prepared to spend up
to 30 hours a week towards the operations of the Company.

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.

         "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.

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.

None.


                                       10

<page>

                                     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
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:

<table>
<caption>
                                                                                             High         Low
                                                                                            --------    ------

                                                                                         <c>         <c>
Fiscal Year ended February 28, 2008:
Quarter ending May 31, 2007.....................................................             $0.37      $0.33
Fiscal Year Ended February 28, 2007:
Quarter ended February 28, 2007.................................................             $0.48      $0.33
Quarter ended November 30, 2006.................................................             $1.80      $0.40
Quarter ended August 31, 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
</table>

Holders of the Common Stock
As of June 8, 2006, there were 14 holders of record.

Dividends
The Company has not declared any cash dividends,  nor does it intend to do so in
the foreseeable future.

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.

The Company  intends to continue to acquire high quality oil and gas properties,
primarily  "proved  producing  and proved  undeveloped  reserves"  in the United
States. The Company sees significant  opportunities in acquiring properties with
proven  producing  reserves and  undeveloped  acreage in fields that have a long
history of  production.  The  Company  will also  explore  low-risk  development
drilling and work-over  opportunities  with experienced,  strong operators.  The
Company will attempt to finance oil and gas operations  through a combination of
privately placed debt and/or equity.  There can be no assurance that the Company
will be successful in finding financing, or even if financing is found, that the
Company will be  successful  in  acquiring  oil and/or gas assets that result in
profitable operations.

                                       11

<page>

Quantum  is   continuing   its  efforts  to  identify   and  assess   investment
opportunities  in oil and natural gas  properties,  utilizing  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. Attempts are ongoing to raise funds through
private placements and said attempts will continue  throughout 2007. The Company
may also use  various  debt  instruments  as well as public  offerings  to raise
needed capital during 2007.

As oil  and  gas  properties  become  available  and  appear  attractive  to the
Company's  management,  funds, when they become available,  will be spent on due
diligence  and  research to determine  if said  prospects  could be purchased to
provide income for the Company.  Established oil companies continue to strive to
reduce costs and debt.  This causes  significant  market  opportunities  for the
Company to possibly  position itself with sellers that wish to divest themselves
of production or proven  undeveloped  properties in order to provide  liquidity.
The Company's  management  believes that current market  conditions are creating
situations   that  could  result  in  the   opportunity   for  such   production
acquisitions.

The Company may also finance  acquisition  of "proven  producing  reserves" with
predictable  production  levels and cash flow by offering  the secure  investors
with the mineral  interests  acquired.  The Company may also hedge price risk by
selling  forward  a portion  of future  production  acquired  under  fixed-price
contracts to minimize risk associated with commodity  prices.  In some cases the
future  value of such  fixed-price  contracts  may be greater  than the  initial
investments, thereby hedging the inherent acquisition risk, without limiting the
upside  available to  stockholders  and  investors.  There can be no  assurance,
however,  that any of these  methods of financing  will be successful in helping
fund the Company.

The  operating  expenses  will  increase as the Company  undertakes  its plan of
operations.  The increase  will be  attributable  to the  continuing  geological
exploration and acquisition  programs and continued  professional fees that will
be incurred.

Financial Condition and Results of Operations

For the fiscal year ended  February 28, 2007, the Company had revenue of $73,702
from production of oil and gas from the Barnett Shale properties, as compared to
no revenue for the fiscal year ended February 28, 2006.

Cost of continued  operations  for the fiscal year ended  February 28 , 2006 was
$66,075, resulting in a net loss for the period of $66,075.

Cost of  continued  operations  for the fiscal year ended  February 28, 2007 was
$296,019, resulting in a net loss for the period of $3,074,397.


The Company  expects to  continue to receive  revenues  from the  properties  on
Barnett Shale and the Company  expects for these revenues to increase.  Also the
Company expects to receive revenues from the properties it recently  acquired in
Oklahoma.

Liquidity and Capital Resources

The  Company had cash of $58,316 as of February  28,  2007,  compared to cash of
$1,106 as of February 28,  2006.  The Company had a working  capital  deficit of
$2,008,720  as of February  28,  2007,  compared to working  capital  deficit of
$8,687 as of February 28, 2006.

                                       12

<page>

The  increase in working  capital  deficiency  was due to an interest  expenses,
additional  promissory notes payable by the Company for the funds received by it
in this fiscal year and the fact that the Company acquired additional properties
in Oklahoma and disposed of the  Corsicana  Project as described in Item 1 and 2
of this report, Description of Business and Property.


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



                                       13

<page>



                         PART I - FINANCIAL INFORMATION

                              QUANTUM ENERGY, INC.

                  (FORMERLY BOOMERS CULTURAL DEVELOPMENT, INC.)

ITEM 1. FINANCIAL STATEMENTS

         Reports of Independent Registered Public Accounting Firms
             Killman, Murrell & Company, P.C.                               F-2
             Morgan & Company, Chartered Accountants                        F-3
         Balance Sheets for the Years Ended
             February 28, 2007 and February 28, 2006                        F-4
         Statements of Operations for the Years Ended
             February 28, 2007 and February 28, 2006                        F-5
         Statements of Cash Flows for the Years Ended
             February 28, 2007 and February 28, 2006                        F-6
         Statements of Stockholders' (Deficit) for the Years Ended
             February 28, 2007 and February 28, 2006                        F-7

         Notes to the Financial Statements                                  F-8






















                                       F-1

<page>

                         Killman, Murrell & Company P.C.
                          Certified Public Accountants

1931 E. 37th Street,        3300 North `A' Street,
    Suite 7                 Building 4, Suite 200            2626 Royal Circle
Odessa, Texas 79762         Midland, Texas 79705         Kingwood, Texas 77339
  (432) 363-0067               (432) 686-9381                   (281) 359-7224
Fax (432) 363-0376         Fax (432) 684-6722               Fax (281) 359-7112

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Quantum Energy, Inc.
401-1529 West 6th Avenue
Vancouver, British Columbia, Canada V6J 1R1

We have audited the  accompanying  balance sheet of Quantum  Energy,  Inc. as of
February  28,  2007  and the  related  statement  of  operations,  stockholders'
deficit,  and cash flows for the year then ended. 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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). These standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor  were we  engaged  to  perform,  an audit of  internal  control  over
financial reporting.  Our audit 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.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  to  financial  position of Quantum  Energy,  Inc. as of
February 28, 2007 and the results of its  operations  and its cash flows for the
year then ended, in conformity with United States generally accepted  accounting
principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  described  in Note 1 to the  financial
statements,  the Company's  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.



/s/Killman, Murrell & Company, P.C.
KILLMAN, MURRELL & COMPANY, P.C.






                                       F-2

<page>

[logo]
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

Tel: (604) 687-5841                             P.O. Box 100007 Pacific Center
Fax: (604) 687-0075                         Suite 1488-700 West Georgia Street
                                                Vancouver, B.C., V7Y 1A1

                                       F-3

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                                 BALANCE SHEETS
                           February 28, 2007 and 2006
                             (Stated in US Dollars)

<table>
<caption>
                                                                                                February 28
                                                     ASSETS
                                                     ------
                                                                                               2007          2006
                                                                                        ---------------- ------------

                                                                                      <c>              <c>
Current assets
     Cash and cash equivalents                                                          $      58,316    $    1,016
    Accounts receivable
       Trade                                                                                   15,722            -
       Sale of assets                                                                         308,200            -
     Prepaid expense                                                                            2,500            -
                                                                                        ---------------- ------------
          Total Current Assets                                                                384,738         1,016
Oil and gas properties
    Proved properties, net of accumulated depletion of $3,500 (Note 5)                        845,500            -
    Well equipment, net of accumulated depreciation of $25,600 (Note 8)                       102,398            -
                                                                                        ---------------- ------------
       Total oil and gas properties                                                           947,898            -
Other assets
     Other equipment, net of accumulated depreciation of $2,376 (Note 3)                        2,686         3,846
     Website development, net of accumulated amortization of $4,197 (Note 4)                    8,394         1,333
                                                                                        ---------------- ------------
         Total other assets                                                                    11,080         5,179
                                                                                        ---------------- ------------

TOTAL ASSETS                                                                            $   1,343,716    $    6,195
                                                                                        ================ ============

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
    Accounts payable and accrued liabilities                                            $     248,698    $    4,703
     Promissory notes payable (Note 6)                                                      2,144,760             -
    Due to related party                                                                            -         5,000
                                                                                        ---------------- ------------
        Total Current Liabilities                                                           2,393,458         9,703
Common Stock Issuance Liability (Note 7)                                                      381,250             -
                                                                                        ---------------- ------------
            Total Liabilities                                                               2,774,708         9,703

Stockholders' (deficit)
    Common stock, par value $0.0001 per share:
        75,000,000 shares authorized; 47,000,000 and 45,500,000
        Shares issued and outstanding, respectively (Note 7)                                   47,000        45,500
    Additional paid-in capital                                                              1,685,913        40,500
    Retained (deficit)                                                                     (3,163,905)      (89,508)
                                                                                        ---------------- ------------
        Total stockholders' (deficit)                                                      (1,430,992)       (3,508)
                                                                                        ---------------- ------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                           $   1,343,716    $    6,195
                                                                                        ================ ============
</table>








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

                                       F-4

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                            STATEMENTS OF OPERATIONS
                 For the years ended February 28, 2007 and 2006
                             (Stated in US Dollars)

<table>
<caption>
                                                                                         Years ended
                                                                                         February 28
                                                                                 2007                  2006
                                                                         --------------------- ----------------------

                                                                        <c>                   <c>
Oil and gas revenue                                                      $           73,702    $                 -
                                                                         --------------------- ----------------------
    Total Oil and Gas Revenue                                                        73,702                      -

Expenses
    Lease operating                                                                  23,353                      -
    Amortization, depletion and depreciation                                         34,790                  2,573
    Management fees                                                                  43,900                      -
    Marketing                                                                        29,087                 23,027
    Office and administration                                                        23,794                  7,909
    Professional fees                                                               214,797                 32,566
                                                                         --------------------- ----------------------
        Total Operating Expenses                                                    369,721                 66,075

 Net loss before other income (expenses)                                           (296,019)               (66,075)

 Other income (expenses)
    Interest expense (Note 6)                                                      (478,363)                     -
    Currency translation                                                                876                      -
    Other income                                                                      9,534                      -
    Loss on disposal of assets                                                   (2,310,425)                     -
                                                                         --------------------- ----------------------
         Total other income (expenses)                                           (2,778,378)                     -
                                                                         --------------------- ----------------------

Loss before income taxes                                                         (3,074,397)               (66,075)

Income tax expense (Note 9)                                                               -                      -
                                                                         --------------------- ----------------------

Net loss                                                                  $      (3,074,397)    $          (66,075)
                                                                         ===================== ======================

 Basic and diluted loss per share                                         $          (0.00)                 (0.00)
                                                                         ===================== ======================

Weighted average number of shares outstanding                                    46,423,000             45,500,000
                                                                         ===================== ======================
</table>




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

                                       F-5

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                            STATEMENTS OF CASH FLOWS
                 For the years ended February 28, 2007 and 2006
                             (Stated in US Dollars)

<table>
<caption>
                                                                                             Years ended
                                                                                             February 28
                                                                                     2007                   2006
                                                                             ---------------------------------------------

                                                                             <c>                   <c>
      Operating Activities
          Net loss                                                           $       (3,074,397)   $          (66,075)
          Adjustments to reconcile net loss to net cash used by operating
          activities
            Loss on sale of oil and gas properties                                    2,310,425                     -
            Amortization, depreciation and depletion                                     34,790                 2,573
            Interest charge paid in common stock                                        381,250                     -
          Changes in operating assets and liabilities
            Accounts receivable                                                         (15,722)                    -
            Prepaid expense                                                              (2,500)                    -
            Accounts payable and accrued liabilities                                    143,995                 1,425
                                                                             ---------------------------------------------

      Cash used in operating activities                                                (222,159)              (62,077)
                                                                             ---------------------------------------------

      Investing Activities
          Sale of common stock for cash                                                       -                     -
          Acquisition of capital assets                                                       -                (3,629)
          Acquisition of oil and gas properties                                        (819,000)                    -
          Acquisition of other assets                                                   (11,591)                    -
                                                                             ---------------------------------------------

      Cash provided by investing activities                                            (830,591)               (3,629)
                                                                             ---------------------------------------------

      Financing Activities
          Issuance of promissory notes payable                                        1,115,050                     -
          Due to related party                                                           (5,000)                5,000
                                                                             ---------------------------------------------

      Cash used in financing activities                                               1,110,050                 5,000
                                                                             ---------------------------------------------

      Increase (decrease) in cash during the year                                        57,300               (60,706)

      Cash, beginning of the year                                                         1,016                61,722
                                                                             ---------------------------------------------

      Cash, end of the year                                                  $           58,316    $            1,016
                                                                             =============================================

      Supplemental disclosure of cash flow information:
          Cash paid during the year for income taxes                         $                     $
                                                                                              -                     -
                                                                             =============================================
         Cash paid during the year for interest                              $                     $
                                                                                              -                     -
                                                                             =============================================
</table>






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

                                       F-6

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                            STATEMENTS OF CASH FLOWS
                 For the years ended February 28, 2007 and 2006
                             (Stated in US Dollars)
                                    Continued
<table>
<caption>
                                                                                        Years ended
                                                                                        February 28

                                                                                2007                   2006
                                                                        ---------------------------------------------

                                                                      <c>                    <c>
Non-cash investing and financing activities
    Acquisition of drilling equipment                                   $         (127,998)   $                -
    Acquisition of oil and gas properties                                       (2,648,625)                    -
    Issuance of common stock                                                        1,500                      -
    Issuance of promissory notes payable                                        1,029,710                      -
     Accounts payable and accrued expenses                                                                     -
                                                                                  100,000
    Additional paid-in capital                                                  1,645,413
    Accounts receivable - sale of assets                                        (308,200)
    Disposition of oil and gas properties                                       2,618,625
    Loss on sale of oil and gas properties                                     (2,310,425)                     -
                                                                        ---------------------------------------------

                                                                        $               -
                                                                        =============================================
</table>































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

                                 F-6 (continued)

<page>



                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                      STATEMENT OF STOCKHOLDERS' (DEFICIT)
                 For the years ended February 28, 2007 and 2006
                             (Stated in US Dollars)

<table>
<caption>
                                                    Common Shares             Paid-in       Accumulated
                                                Number        Par Value       Capital         Deficit          Total
                                            ------------------------------------------------------------------------------
     
                                     <c>             <c>             <c>            <c>             <c>
      Balance, February 2005                   45,500,000   $    45,500   $     40,500    $     (23,433)  $       62,567

      Net loss                                          -             -              -          (66,075)         (66,075)
                                            ------------------------------------------------------------------------------

      Balance, February 2006                   45,500,000        45,500         40,500          (89,508)          (3,508)

      Acquisition of oil and gas properties     1,500,000                    1,645,413                         1,646,913
                                                                  1,500                               -
      Net loss                                          -            -              -        (3,074,397)      (3,074,397)
                                            ------------------------------------------------------------------------------

      Balance, February 28, 2007               47,000,000  $     47,000   $  1,685,913     $ (3,163,905)  $   (1,430,992)
                                            ==============================================================================
</table>

















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


                                       F-7

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                                February 28, 2007
                             (Stated in US Dollars)



Note 1        Nature and Continuance of Operations
              ------------------------------------

              a)       Organization

              Boomers Cultural Development Inc. ("the Company") was incorporated
              in the State of Nevada, United States of  America, on February  5,
              2004.  On May 18, 2006 the name of the Company was changed  from
              Boomers Cultural Development Inc. to Quantum Energy Inc.

              b)  Going Concern

              These  financial  statements have been prepared in accordance with
              generally  accepted  accounting  principles  applicable to a going
              concern,  which  assumes that the Company will be able to meet its
              obligations  and continue its operations for its next fiscal year.
              Realization  values may be  substantially  different from carrying
              values as shown and these financial  statements do not give effect
              to adjustments  that would be necessary to the carrying values and
              classification  of assets and  liabilities  should the  Company be
              unable to continue as a going  concern.  At February 28, 2007, the
              Company  had  not  yet   achieved   profitable   operations,   has
              accumulated  losses  of  $3,163,905  since  its  inception,  has a
              working  capital  deficiency  of $ 2,008,720  and expects to incur
              further losses in the  development  of its business,  all of which
              casts substantial doubt about the Company's ability to continue as
              a going  concern.  The  Company's  ability to  continue as a going
              concern  is  dependent   upon  its  ability  to  generate   future
              profitable  operations and/or to obtain the necessary financing to
              meet its obligations and repay its liabilities arising from normal
              business  operations when they come due.  Management has no formal
              plan in place to  address  this  concern  but  considers  that the
              Company  will  be  able  to  obtain  additional  funds  by  equity
              financing  and/or  related  party  advances,  however  there is no
              assurance of additional funding being available.

Note 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 the statement of cash flows,
              the Company considers all highly liquid debt instruments purchased
              with maturity of three months or less to be cash  equivalents.  As
              at February 28, 2007, the Company had no cash equivalents.


                                       F-8

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                                February 28, 2007
                             (Stated in US Dollars)

Note 2        Significant Accounting Policies (continued)


              b)       Foreign Currency Translation

              The Company's uses the U.S.  dollar as its reporting  currency for
              consistency  with  registrants of the Securities and Exchange
              Commission  ("SEC") and in accordance with the SFAS No.  52.
              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 expenses at the average rate in effect during
                     the period

              Gains and losses are recorded in the statement of operations.

              c)       Other Equipment

              Other  equipment  is  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.

              d)       Website Development Costs

              Website  development costs represent  capitalized costs of design,
              configuration,  coding,  installation and testing of the Company's
              web-site  up to its  initial  implementation.  The  asset is being
              amortized over its estimated  useful life of three years using the
              straight-line  method.  Ongoing website  maintenance costs will be
              expensed as incurred.

              e)  Impairment of Long-Lived Assets

              The Company has adopted SFAS 144,  "Accounting  for the Impairment
              and Disposal of Long-lived Assets", which requires that long-lived
              assets to be held and used be  reviewed  for  impairment  whenever
              events or  changes in  circumstances  indicate  that the  carrying
              amount of an asset 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.

              f)  Income Taxes

              The Company uses the asset and liability  method of accounting for
              income  taxes  pursuant  to SFAS No. 109,  "Accounting  for Income
              taxes".  Under the assets and  liability  method of SFAS 109,  the
              deferred tax assets and  liabilities are recognized for future tax
              consequences  attributable  to temporary  differences  between the
              financial  statement  carrying  amounts  of  existing  assets  and
              liabilities  and their  respective tax bases.  Deferred tax assets
              apply  to  taxable  income  in the  years  which  those  temporary
              differences are expected to be recovered




                                 F-9 (continued)

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                                February 28, 2007
                             (Stated in US Dollars)

Note 2        Significant Accounting Policies (continued)
              -------------------------------------------
               g)       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, 2007,  the Company had no stock  equivalents  that
              were   anti-dilutive  and  excluded  in  the  earnings  per  share
              computation.

               h)       Financial Instruments

              The  carrying  value  of  the  Company's   financial   instruments
              consisting  of cash,  accounts  receivable,  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.

               i)       New Accounting Standards

              In June 2006, the Financial  Accounting  Standards Board ("FASB")
              issued FASB  Interpretation No. 48, "Accounting  for  Uncertainty
              in Income  Taxes".  The  interpretation  clarifies the  accounting
              for uncertainty in income taxes  recognized in a company's
              financial  statements in accordance with SFAS No. 109, "Accounting
              for Income Taxes".

              Specifically, the pronouncement prescribes a recognition threshold
              and  a  measurement   attribute   for  the   financial   statement
              recognition and measurement of a tax position taken or expected to
              be  taken  in a  tax  return.  The  interpretation  also  provides
              guidance on the related de-recognition,  classification,  interest
              and  penalties,  accounting  for interim  periods,  disclosure and
              transition  of  uncertain  tax  position.  The  interpretation  is
              effective for fiscal years  beginning after December 15, 2006. The
              adoption of FIN 48 is not  expected  to have a material  impact on
              the Company's  financial  position,  results of operations or cash
              flows;  however, the Company is still analyzing the effects of FIN
              48.

              In  September  2006,  the FASB issued  SFAS No.  157,  "Fair Value
              Measurements".  This  Statement  defines  fair  value  as  used in
              numerous  accounting  pronouncements,  establishes a framework for
              measuring fair value in generally accepted  accounting  principles
              and expands  disclosure  related to the use of fair value measures
              in financial statements.  The Statement is to be effective for the
              Company's financial  statements issued in 2008;  however,  earlier
              application is encouraged. The Company is currently evaluating the
              timing of adoption and the impact that adoption  might have on its
              financial position or results of operations.

              In September  2006, the SEC issued Staff  Accounting  Bulletin No.
              108 ("SAB 108").  Due to diversity in practice among  registrants,
              SAB 108 expressed  SEC staff views  regarding the process by which
              misstatements  in financial  statements are evaluated for purposes
              of  determining   whether  financial   statement   restatement  is
              necessary.  SAB 108 is  effective  for fiscal  years  ending after
              November  15,  2006,  and early  application  is  encouraged.  The
              Company  does not believe  SAB 108 will have a material  impact on
              its financial position or results from operations.


                                F-10 (continued)

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                                February 28, 2007
                             (Stated in US Dollars)

Note 2        Significant Accounting Policies (continued)
              -------------------------------------------

              i)  New Accounting Standards (continued)

              In December 2006, the FASB issued FASB Staff Position ("FSP") EITF
              00-19-2, "Accounting for Registration Payment Arrangements".  This
              FSP  specifies  that  the  contingent  obligation  to make  future
              payments or otherwise transfer  consideration under a registration
              payment  arrangement should be separately  recognized and measured
              in accordance  with FASB No. 5,  "Accounting  for  Contingencies".
              This  FSP  is  effective   immediately  for  registration  payment
              arrangements  and  the  financial  instruments  subject  to  those
              arrangements  that re  entered  into  or  modified  subsequent  to
              December 31,  2006.  For  registration  payment  arrangements  and
              financial  instruments  subject  to those  arrangements  that were
              entered into prior to December  31, 2006,  the guidance in the FSP
              is effective January 1, 2006 for the Company. The Company does not
              believe that this FSP will have a material impact on its financial
              position or results from operations

              On February 15, 2007, the FASB issued SFAS No. 159 "The Fair Value
              Option for  Financial  Assets  and  Financial  Liabilities".  This
              Statement  establishes  presentation  and disclosure  requirements
              designed to facilitate  comparisons  between companies that choose
              different  measurement  attributes for similar types of assets and
              liabilities. SFAS No. 159 is effective for the Company's financial
              statements issued in 2008. The Company is currently evaluating the
              impact  that  the  adoption  of SFAS  No.  159  might  have on its
              financial position or results of operations.

Note 3        Other Assets
              ------------
<table>
<caption>
                                                   Cost        Accumulated      Net Book Value       Net Book Value
                                                               Amortization     February 2007         February 2006
                                              --------------------------------------------------------------------------
             
                              <c>             <c>               <c>                   <c>
              Office equipment                    $ 3,629        $ 1,390           $ 2,239               $ 2,965
              Computer equipment                    1,433            986               447                   881

                                              --------------------------------------------------------------------------
                                                  $ 5,062        $ 2,376           $ 2,686               $ 3,846
                                              --------------------------------------------------------------------------

Note 4        Website Development

                                                   Cost        Accumulated      Net Book Value       Net Book Value
                                                               Amortization     February 2007         February 2006
                                              --------------------------------------------------------------------------
              Website development                $ 12,591        $ 4,197           $ 8,394               $ 1,333

                                              --------------------------------------------------------------------------
                                                 $ 12,591        $ 4,197           $ 8,394               $ 1,333
                                              --------------------------------------------------------------------------
</table>




                                F-11 (continued)

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                                February 28, 2007
                             (Stated in US Dollars)


Note 5        Oil and Gas Properties
              ----------------------

              The Company uses the  successful  efforts method of accounting for
              oil  and  gas  producing  activities.  Costs  to  acquire  mineral
              interests  in  oil  and  gas   properties,   to  drill  and  equip
              exploratory  wells that find proved  reserves,  to drill and equip
              development   wells  and  related  asset   retirement   costs  are
              capitalized.  Costs to drill  exploratory  wells  that do not find
              proved  reserves,  geological and geophysical  costs, and costs of
              carrying and retaining unproved properties are expensed.

              Unproved oil and gas properties that are individually  significant
              are  periodically  assessed for impairment of value, and a loss is
              recognized  at the time of  impairment  by providing an impairment
              allowance.  Other unproved  properties are amortized  based on the
              Company's  experience of successful  drilling and average  holding
              period.  Capitalized  costs of producing  oil and gas  properties,
              after   considering   estimated   residual  salvage  values,   are
              depreciated and depleted by the unit-of-production method. Support
              equipment and other  property and equipment are  depreciated  over
              their estimated useful lives.

              On the sale or retirement of a complete unit of a proved property,
              the cost and  related  accumulated  depreciation,  depletion,  and
              amortization  are eliminated from the property  accounts,  and the
              resultant gain or loss is recognized. On the retirement or sale of
              a  partial  unit  of  proved  property,  the  cost is  charged  to
              accumulated  depreciation,  depletion,  and  amortization  with  a
              resulting gain or loss recognized in income.

              On the sale of an entire interest in an unproved property for cash
              or cash equivalent, gain or loss on the sale is recognized, taking
              into  consideration  the amount of any recorded  impairment if the
              property had been assessed individually.  If a partial interest in
              an unproved  property is sold, the amount received is treated as a
              reduction of the costs of the interest retained.

              Depletion for the year ending February 28, 2007 was $3,500.

              Corsicana Field - JMT Pilot Project

              On October 11, 2005, KOKO ("KOKO") Petroleum,  Incorporated signed
              a letter of intent with JMT  Resources  Ltd.  ("JMT"),  a majority
              owner and operator of certain oil and gas leases, comprising 4,000
              acres of mineral leasehold,  located in Corsicana, Navarro County,
              Texas.  KOKO provided an initial equity  contribution  of $602,300
              during the year ended 2005. KOKO contributed a further $150,000 on
              May 23, 2006 which brought its joint venture partnership  interest
              to 25%.

              On May 31,  2006,  the  Company  entered  into an  asset  purchase
              agreement  with KOKO,  whereby the Company would  purchase  KOKO's
              interest in the oil and gas leases located in Corsicana Texas. The
              effective  date of the KOKO  Purchase  agreement  was July 1, 2006
              with the following terms:

              a)  The Company would  acquire all of the oil and gas  operations,
                  leases  and wells in the  Corsicana  Texas and  Barnett  Shale
                  Texas properties.

             b)   The Company would assume all of the promissory notes payable.
                  See note 6.

             c)   The Company agreed to contribute up to $100,000 to assist KOKO
                  in it's common stock SEC registration. To date the Company has
                  contributed $27,000.


                                F-12 (continued)

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                                February 28, 2007
                             (Stated in US Dollars)


Note 5        Oil and Gas Properties (continued)
              ----------------------------------

              Corsicana Field - JMT Pilot Project (continued)

              d)      The Company will cause to be issued 1,500,000 common stock
              shares of the Company to KOKO.

              Any reference to the KOKO  acquisition of oil and gas assets means
              an acquisition by the Company pursuant to this purchase agreement.

              On January  31, 2007 the Company  reached a  settlement  agreement
              with JMT Resources  Ltd.  whereby the Company sold its interest in
              the Corsicana field for gross settlement proceeds of $308,200. The
              proceeds were received in May 27, 2007.

              Boyd #1, Barnett Shale Project, Texas

              On May 1, 2006,  by letter of  agreement  with KOKO,  the  company
              acquired a 10% undivided  working interest in and to a lease known
              as  Boyd  #1,  Barnett  Shale  Project  in  Cooke  County,  Texas,
              containing  approximately  40 acres and burdened by a total of 25%
              royalty  and  overriding   royalty  interest  for  $140,000.   The
              undivided 10% working  interest is subject to a pro-rata  share of
              the royalty and  overriding  royalty  interest equal to a 7.5% net
              revenue.  The operator of record is Rife Energy  Operating  Inc. A
              standard operating lease governs the day to day operations.

              Inglish #2, Barnett Shale Project, Texas

              On May 1, 2006,  by letter of  agreement  with KOKO,  the  company
              acquired a 10% undivided  working interest in and to a lease known
              as Inglish  #2,  Barnett  Shale  Project in Cooke  County,  Texas,
              containing  approximately  40 acres and burdened by a total of 25%
              royalty  and  overriding   royalty  interest  for  $140,000.   The
              undivided 10% working  interest is subject to a pro-rata  share of
              the royalty and  overriding  royalty  interest equal to a 7.5% net
              revenue.  The operator of record is RIFE Energy  Operating  Inc. A
              standard operating lease governs the day to day operations.

              Corsicana Seismic Project

              The Company has also acquired a 23.5%  working  interest the lands
              under lease by JMT  Resources and Rife Energy  Operating  Inc. and
              referred to as the  Corsicana  Field - JMT Project.  The Company's
              geologist  believes  there are  substantial  potentials for deeper
              zone  discoveries in this project.  At present,  only the Nacatoch
              zone is being produced at 900 feet.  This area is known to possess
              significant  oil  bearing  structures  or traps in the Pecan  Gap,
              Woodbine,  Wolf City,  Cotton Valley and Smackover  down to 11,000
              feet.

              The intention of the  Corsicana  partners and the purpose of the 3
              dimensional  seismic is to "shoot" seismic lines over the 8 square
              miles and 4,000  acres of land,  which  upon  interpretation  will
              identify  the  existence  of potential  traps for  exploratory  or
              development  drilling  in  one or  more  of  the  above  mentioned
              reservoirs.  Total cost to shoot is  approximately  $500,000.  The
              Company has paid $100,000 towards 50% of the cost and will pay the
              next $150,000 upon seismic completion.


                                F-13 (continued)

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                                February 28, 2007
                             (Stated in US Dollars)


Note 5        Oil and Gas Properties (continued)
              ----------------------------------

              Inglish #1H - Barnett Shale Project

              The Company  acquired a 5% working  interest for gross proceeds of
              $135,000.  This is the first horizontal well drilled by REO Energy
              Ltd. (the operator) in the Barnett Shale.  All previous wells were
              vertical  wells.   Total  cost  of  this  well  is   approximately
              $2,700,000.  The well has been  drilled,  completed  and is now in
              production.

              Inglish #4, #5, #D1, #D2, Craig Muncaster #6 and #7

              On September 1, 2006, the Company  acquired a 50% working interest
              in oil and gas  projects  located in the State of Texas.  Terms of
              the asset  purchase  agreement were for gross proceeds of $400,000
              payable by way of a  non-interest  bearing  promissory  note,  due
              November 1, 2006.

              On  February  28,  2007  an  extension  was  granted  by  way of a
              promissory  note,  with an extended  due date to October 31, 2007,
              which bares  interest at 10% per annum and is secured by a general
              security agreement.  As part of the extension,  the Company agreed
              to issue 250,000  common  shares to the seller,  free and clear of
              all liens and  encumbrances.  If the  Company  duly  observes  and
              performs all of the  Company's  covenants,  one-half of the common
              stock issued (125,000  shares) shall be returned to the Company by
              the seller.

              The  Company  recognized  and has  recorded  a charge to  interest
              expense of $381,250  which  represented  the fair value ($3.05 per
              share) of the  125,000  shares of common  stock  which will not be
              returned  to the  Company.  The  Company  and  the  seller  have a
              director in common.

              Other properties

              On November 17, 2006 the Company acquired a oil lease,  located in
              Oklahoma ("Cannon Lease") for gross proceeds of $14,000 and future
              stock, (amount to be determined) in the Company.

              On  September  11,  2006 the  Company  completed  the waste  water
              disposal project for gross proceeds of $20,000.

Note 6        Promissory Notes Payable
              ------------------------
              In accordance  with the KOKO Purchase  Agreement,  the Company has
              accepted   financing  for  $1,594,760  due  on  demand,   interest
              compounded  annually  at 4% and  $550,000  at 10%. At any time the
              Company may pay off all or any part of the principal  that remains
              unpaid together with applicable  interest.  Gross promissory notes
              of  $1,774,760  are not  secured,  and  have no  defined  terms of
              repayment.  Promissory  notes of $400,000 are  secured,  by way of
              250,000  shares  in  the  capital  stock  of  the  Company  and  a
              collateral  interest  in the oil and gas  properties.  Interest of
              $96,938 has been accrued in the financial statements.


                                F-14 (continued)

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                               Febrauary 28, 2007
                             (Stated in US Dollars)


Note 7        Common Stock
              ------------

              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.

              In the year ended February 28, 2007, the Company issued  1,500,000
              common  shares at a price of $.001  pursuant for the Koko Purchase
              Agreement  and 250,000  shares in the capital stock of the Company
              as a collateral  interest  against a promissory note issued by the
              Company.

Note 8        Well Equipment
<table>
<caption>
                                                   Cost        Accumulated      Net Book Value       Net Book Value
                                                               Amortization     February 2007         February 2006
                                              --------------------------------------------------------------------------
             
                                <c>             <c>             <c>                     <c>
              Well equipment                     $ 127,998       $ 25,600         $ 102,398                $ -

                                              --------------------------------------------------------------------------
                                                 $ 127,998       $ 25,600         $ 102,398                $ -
                                              --------------------------------------------------------------------------
</table>

Note 9        Income Taxes

              At February 28, 2007,  the Company had a net operating  loss carry
              forward  of  $2,782,655  which  will  begin to expire  in 2024.  A
              valuation  allowance has been provided for the deferred tax assets
              as it is uncertain  whether the Company  will have future  taxable
              income.

              A  reconciliation  of the  benefit for income  taxes with  amounts
              determined by applying the statutory federal income tax rate (34%)
              to the loss before income taxes is as follows:
<table>
<caption>
                                                                                       Year Ended February 28
                                                                              ------------------------------------------
                                                                                      2007                 2006
                                                                              ------------------------------------------
             
                                                                <c>                     <c>
              Benefit for income taxes computed using the
                 statutory                                                        $ 1,045,295            $ 22,466
                 rate of 34%
              Non-deductible expense                                                   -                    -
              Change in valuation allowance                                        (1,045,295)            (22,466)
                                                                                  -----------            --------

              Provision for income taxes                                          $    -                    -
</table>




                                F-15 (continued)

<page>

                               QUANTUM ENERGY INC.
                  (formerly Boomers' Cultural Development Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                                February 28, 2007
                             (Stated in US Dollars)



Note 9        Income Taxes (continued)
              ------------------------
              Significant  components of the Company's  deferred tax assets were
              as follows at February 28, 2007 and 2006.
<table>
<caption>
                                                                                       Year Ended February 28
                                                                              -----------------------------------
                                                                                      2007                 2006
                                                                              -----------------------------------
             
                                                                <c>                     <c>
              Deferred tax assets:
                   Stock issued for expenses                                       $ 129,625           $        -
                   Tax operating loss carry forward                                  946,103               30,433
                                                                                    -------               ------
                                                                                   1,075,728               30,433
              Valuation allowance                                              $  (1,075,728)           $ (30,433)
                                                                                 -------------          ----------
              Net deferred tax asset                                           $          -            $         -
                                                                                 =============          ==========
</table>




                                F-16 (continued)

<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 chief executive 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  were  no  changes  in the  Company's  internal  controls  over  financial
reporting that occurred during its most recently  completed  fiscal quarter that
have materially  affected,  or are reasonably likely to materially  affect,  its
internal control over financial reporting.


ITEM 8B.   Other Information

On February 28, 2007,  Ted Kozub  resigned as the  Company's  President and sole
director and Shane Lowry was appointed to the  Company's  Board of Directors and
as Chief  Executive  Officer  and Chief  Financial  Officer to fill the  vacancy
created by the  resignation of Mr. Ted Kozub.  See Part III, Item 9:  Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.


                                    PART III


ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; 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

         Shane Lowry              37            Director, President, Secretary,
                                                Treasurer


Mr. Shane Lowry was appointed to the position of  President,  Secretary and
member of the Board of Directors of the Corporation on February 28, 2007.

Mr. Lowry has been in the investment community since 1993. His experiences have
ranged from corporate duties to corporate governance for both Canadian and US
public companies. Mr. Lowry has been a Director of several public companies and
has been successful with taking two oil and gas companies through the process of
financing, exploration, discovery and final product to market. Mr. Lowry's
management skills and industry network are imperative for a junior company as
Quantum.

Term of Office

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.

                                       14

<page>

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 2006 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

The Company presently does not pay any compensation to Mr. Lowry.

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.



Stock Option Grants

The Company has never made any stock option grants to its executive  officers or
directors.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS The following table sets forth certain  information,
as of June 1, 2007 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 1, 2007, there were 47,000,000 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 1, 2007
by each of the individual shareholders,  directors and executive officers and by
all directors and executive officers as a group.

                                       15

<page>

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

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

Common            Total                                                     39,000,000               85.72%

                  Directors and Officers
                  Shane Lowry
                  2743 West 37th Avenue                                        NIL                     NIL
                  Vancouver, BC V6N 2T5
--------------------------------------------------------------------------------------------------------------------
</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, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Consulting Agreement

The Company  entered into a consulting  agreement with Mr. Kozub on February 28,
2007.  Under this  agreement,  the Company pays Mr.  Kozub a  consulting  fee of
USD$3,500  per month in  consideration  for Mr.  Kozub's  agreement  to  provide
services to carry out certain administration services.

Mr. Kozub also is to be reimbursed for any expenses  directly  attributable to
performing his obligations  pursuant to the agreement.

The  consulting  agreement is for a term of one year and is terminable by either
party upon 2 months notice to the other.

                                       16

<page>

Director Independence


The Company's sole director, Shane Lowry, is an executive officer of the Company
and therefore is not an independent  director under the definition found in NASD
Rule 4200(a)(15).



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                                         Incorporated by reference from
                                                                                 10KSB filed June 14, 2006
                                                                                 SEC file No. 333-118138
     Item 10       Material Contracts
       10.1        Promissory Notes                                              Incorporated by reference from
                                                                                 10KSB filed June 14, 2006
                                                                                 SEC file No. 333-118138

       10.3        Sample Promissory Note                                       Incorporated by reference from
                   Schedule of Promissory Notes                                 10QSB form filed October 16, 2006
                                                                                SEC file No. 333-118138

       10.4        Asset Purchase Agreement between Nitro Petroleum             Incorporated by reference from
                   Incorporated and Quantum Energy Inc.                         10QSB form filed October 16, 2006
                                                                                SEC file No. 333-118138

       10.7       General Security Agreement                                    Incorporated by reference from
                                                                                 10QSB form filed January 12, 2007
                                                                                 SEC file No. 333-118138
</table>

                                       17

<page>

<table>
<caption>
       
         <c>                                                          <c>
       10.8        Settlement Agreement and Mutual Release dated January 31,    Incorporated by reference from
                   2007-05-31 2007                                              8K form filed February 28,
                                                                                SEC file No. 333-118138

       10.9        Extension Agreement 2 dated February 28, 2007 between Nitro   This filing
                   Petroleum Incorporated and Quantum Energy Inc. including
                   promissory note

      10.10        Promissory Note dated January 12, 2007 in the amount of       This filing
                   $25,000.00 (USD) payable to Coach Capital LLC

      10.11        Consulting agreement dated February 28, 2007 between Quantum  This filing
                   Energy Inc. and T. Kozub Enterprises Ltd.

     Item 14       Code of Ethics

       14.1        Code of Ethics                                                Incorporated by reference 10KSB
                                                                                 filed June 14, 2006
                                                                                 SEC file No. 333-118138
     Item 31       Rule 13a-14(a)/15d-14(a) Certifications

       31.1        Certification of Chief Executive  Officer and Chief
                   Financial This filing Officer  pursuant to 18 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 and Chief
                   Financial This filing Officer  pursuant to 18 U.S.C.  Section
                   1350,   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.


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 year ended
February  28,  2006 and  Killman,  Murrell & Company,  for the fiscal year ended
February 28, 2007:
                                             Years ended February 28
                                        2006                        2007
Audit Fees:                           $6,400                      $18,291
Tax Fees:                                Nil                         Nil
All Other Fees:                          Nil                         Nil
Total:                                $6,400                      $18,291

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.

                                       18

<page>

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 11th day of June,
11, 2007.
                               QUANTUM ENERGY INC.
By:   /s/ Shane Lowry
      -----------------------------------------------------
      Shane Lowry
      President, Chief Executive Officer
      Director
      Date: June 11, 2007



                                       20