UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549







FORM 10-QSB





x
            QUARTERLY REPORT UNDER SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
      PERIOD ENDED MARCH 31,
2008




o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from
  ______to______.


Commission
File Number: 000-27739




Royal Quantum Group,
Inc.


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





Nevada
            77-0517966(State
      or other jurisdictionof
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)





Suite #145, 251 MidPark Blvd
      S.E. Calgary, AB Canada T2X 1S3(Address
      of principal executive offices)





(402)
      288-4321(Issuer’s
      Telephone Number)





Indicate
by check mark whether the issuer (1) has 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. xYes  oNo
 
 Indicate
by check mark whether the registrant is a large accelerated file, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer (Do not check if a smaller reporting company)
              o
              Smaller
      reporting company
              x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  x Yes  oNo
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS
  State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practical date.  As of May 13, there were 41,190,338
shares of the issuer's $.001 par value common stock issued and
outstanding.
  1
  PART
I - FINANCIAL INFORMATION
 
 Item 1.  Financial
Statements
 ROYAL QUANTUM GROUP, INC.
 (A Development Stage Company) CONSOLIDATED  BALANCE
SHEETS
 (Unaudited)
                
                
                (Audited)March
      31,
                
                
                December
      31,ASSETS
                
                2008
                
                
                2007Current
      Assets:Cash
      & Cash Equivalents
                
                $
                46,151
                
                
                $
                3,448Loan
      receivable
                
                
                -
                
                
                
                -Total
      Current Assets
                
                
                46,151
                
                
                
                3,448Fixed
      Assets:Furniture
      & Fixtures
                
                
                1,851
                
                
                
                1,851Less:
      Accumulated Depreciation
                
                
                (648
                )
                
                
                (555
                )Total
      Fixed Assets
                
                
                1,203
                
                
                
                1,296Other
      Assets:Intangible
      Assets
                
                
                1
                
                
                
                1Mineral
      Property & Deferred Expenditures
                
                
                10,000
                
                
                
                10,000Total
      Other Assets
                
                
                10,001
                
                
                
                10,001Total
      Assets
                
                $
                57,355
                
                
                $
                14,745LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accounts
      Payable
                
                $
                189,207
                
                
                $
                184,342Notes
      Payable
                
                
                256,772
                
                
                
                259,157Related
      Party Payables
                
                
                125,041
                
                
                
                120,088Total
      Current Liabilities
                
                
                571,020
                
                
                
                563,587Shareholder
      Loans
                
                
                19,845
                
                
                
                25,845Total
      Liabilities
                
                
                590,865
                
                
                
                589,432Stockholders'
      Equity:Common
      Stock, Par value $.001Authorized
      500,000,000 sharesIssued
      40,915,338 and 39,095,338Shares
      at March 31, 2008 and Dec 31, 2007
                
                
                40,915
                
                
                
                39,095Paid-in
      Capital
                
                
                3,226,297
                
                
                
                3,046,117Deficit
      Accumulated During theDevelopment
      Stage
                
                
                (3,800,722
                )
                
                
                (3,659,899
                )Total
      Stockholders' Equity
                
                
                (533,510
                )
                
                
                (574,687
                )Total
      Liabilities and Stockholders' Equity
                
                $
                57,355
                
                
                $
                14,745
   The
accompanying notes are an integral part of these financial
statement.
  2
 ROYAL QUANTUM GROUP,
INC.
 (A Development Stage
Company) STATEMENTS OF
OPERATIONS (Unaudited)
 CumulativesinceAugust
      23,2002For
      the three months ended
                
                
                inception
      ofMarch
      31,
                
                
                development2008
                
                
                2007
                
                
                stageRevenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -Total
      Revenues
                
                
                -
                
                
                
                -
                
                
                
                -Expenses:Consulting
      Fees
                
                
                120,000
                
                
                
                53,022
                
                
                
                929,577Compensation
      Expense
                
                
                -
                
                
                
                -
                
                
                
                273,790General
      & Administrative
                
                
                23,207
                
                
                
                10,482
                
                
                
                437,929Loss
      from Operations
                
                
                (143,207
                )
                
                
                (63,504
                )
                
                
                (1,641,296
                )Other
      Income (Expenses)Write-down
      of  Assets
                
                
                -
                
                
                
                -
                
                
                
                (147,986
                )Foreign
      currency exchange gain (loss)
                
                
                10,237
                
                
                
                -
                
                
                
                (27,690
                )Interest
      (Expense)
                
                
                (7,853
                )
                
                
                (6,491
                )
                
                
                (149,974
                )Interest
      Income
                
                
                -
                
                
                
                -
                
                
                
                263Total
      Other Income (Expense)
                
                
                2,384
                
                
                
                (6,491
                )
                
                
                (325,387
                )Net
      Loss from Continuing Operations
                
                $
                (140,823
                )
                
                $
                (69,995
                )
                
                $
                (1,966,683
                )Discontinued
      OperationsLoss
      from operation of discontinued component
                
                
                -
                
                
                
                -
                
                
                
                (1,967,294
                )Gain
      on disposal,net of tax effect of $0
                
                
                -
                
                
                
                -
                
                
                
                133,255Net
      Income (Loss) from Discontinued Operations
                
                
                -
                
                
                
                -
                
                
                
                (1,834,039
                )Net
      Loss
                
                $
                (140,823
                )
                
                $
                (69,995
                )
                
                $
                (3,800,722
                )Basic
      and Diluted Loss Per ShareContinuing
      Operations
                
                $
                (0.00
                )
                
                $
                (0.00
                )Discontinued
      Operations
                
                
                0.00
                
                
                
                0.00Loss
      per share
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      Average Shares Outstanding
                
                
                39,215,338
                
                
                
                35,962,184
   The
accompanying notes are an integral part of these financial
statement.
  3
  ROYAL QUANTUM GROUP,
INC.
 (A Development Stage
Company) STATEMENTS OF CASH
FLOWS (Unaudited)
 CumulativesinceAugust
      23,2002For
      the three months ended
                
                
                inception
      ofMarch
      31,
                
                
                development2008
                
                
                2007
                
                
                stageCASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                
                $
                (140,823
                )
                
                $
                (69,995
                )
                
                $
                (3,800,722
                )Net
      Income/(Loss)from Disconued Operations
                
                
                -
                
                
                
                -
                
                
                
                1,578,681Adjustments
      to reconcile net income (loss) tonet
      cash provided (used in) operating activities:Depreciation
                
                
                93
                
                
                
                93
                
                
                
                648Stock
      issued for interest
                
                
                -
                
                
                
                -
                
                
                
                100,000Stock
      issued for start up costs
                
                
                -
                
                
                
                -
                
                
                
                12,600Stock
      issued for services
                
                
                -
                
                
                
                -
                
                
                
                644,390Foreign
      currency exchange loss (gain)
                
                
                (10,237
                )
                
                
                -
                
                
                
                27,690Increase
      (decrease) in interest on notes payable
                
                
                7,852
                
                
                
                5,809
                
                
                
                43,287Increase
      (decrease) in accounts payable
                
                
                4,865
                
                
                
                (3,514
                )
                
                
                352,386Increase
      (decrease) in related party accounts payable
                
                
                4,953
                
                
                
                3,022
                
                
                
                94,963Net
      cash provided (used in) continuing activities
                
                
                (133,297
                )
                
                
                (64,585
                )
                
                
                (946,077
                )Net
      cash provided (used in) discontinuing activities
                
                
                -
                
                
                
                -
                
                
                
                386,515Net
      cash provided by (used in) operating activities
                
                
                (133,297
                )
                
                
                (64,585
                )
                
                
                (559,562
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Investment
      in Mineral Property
                
                
                -
                
                
                
                -
                
                
                
                (10,000
                )Purchase
      of fixed assets
                
                
                -
                
                
                
                -
                
                
                
                (1,851
                )Net
      cash provided by (used in) investing activities
                
                
                -
                
                
                
                -
                
                
                
                (11,851
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from shareholder loans
                
                
                -
                
                
                
                8,625
                
                
                
                136,027Payment
      on shareholder loans
                
                
                (6,000
                )
                
                
                (21,682
                )
                
                
                (88,182
                )Proceeds
      from notes payable
                
                
                -
                
                
                
                -
                
                
                
                185,795Contributed
      capital
                
                
                -
                
                
                
                -
                
                
                
                2,842Stock
      issued in exchange for cash
                
                
                182,000
                
                
                
                132,682
                
                
                
                381,082Net
      cash provided by (used in) financing activities
                
                
                176,000
                
                
                
                119,625
                
                
                
                617,564Net
      (Decrease) increase in Cash and Cash Equivalents
                
                
                42,703
                
                
                
                55,040
                
                
                
                46,151Cash
      and Cash Equivalents at Beginning of Period
                
                
                3,448
                
                
                
                340
                
                
                
                -Cash
      and Cash Equivalents at End of Period
                
                $
                46,151
                
                
                $
                55,380
                
                
                $
                46,151SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the year for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                12Income
      taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
      AND FINANCING
      ACTIVITIES:Stock
      issued in plan of reorganization
                
                $
                -
                
                
                $
                -
                
                
                $
                858Stock
      issued in asset acquisition
                
                $
                -
                
                
                $
                -
                
                
                $
                2,243,000Stock
      issued for services
                
                $
                -
                
                
                $
                -
                
                
                $
                594,390Stock
      issued for cancellation of debt
                
                $
                -
                
                
                $
                -
                
                
                $
                174,700Shareholder
      loans converted to paid in capital
                
                $
                -
                
                
                $
                -
                
                
                $
                3,000Stock
      issued for Accounts Payble
                
                $
                -
                
                
                $
                -
                
                
                $
                20,000
   The
accompanying notes are an integral part of these financial
statement.
  4
  ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 This
summary of accounting policies for Royal Quantum Group, Inc. (the “Company”) is
presented to assist in understanding the Company's financial
statements.  The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
 
 Interim Financial
Statements
 
 The
unaudited financial statements as of March 31, 2008 and the three months then
ended, reflect, in the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to fairly state the financial
position and results of the operations for all three
months.  Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.
 
 Nature of Operations and
Going Concern
 
 The
accompanying financial statements have been prepared on the basis of accounting
principles applicable to a “going concern”, which assume that the Company will
continue in operation for at least one year and will be able to realize its
assets and discharge its liabilities in the normal course of
operations.
 
 Several
conditions and events cast doubt about the Company’s ability to continue as a
“going concern”.  The Company has incurred net losses of approximately
$3,801,000 for the period from August 23, 2002 (inception of development stage)
to March 31, 2008 has a liquidity problem, and as of March 31, 2008 has no
sources of revenue.  In the interim, shareholders of the Company have
committed to meeting any shortfall of operational cash flow.   In
addition the company may require increasing equity and debt financing in order
to finance its business activities on an ongoing basis.
 
 These
financial statements do not reflect adjustments that would be necessary if the
Company were unable to continue as a “going concern”.  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the “going
concern” assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.
 
 If the
Company were unable to continue as a “going concern”, then substantial
adjustments would be necessary to the carrying values of assets, the reported
amounts of its liabilities, the reported expenses, and the balance sheet
classifications used.
  5
 ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization and Basis of
Presentation
 
 The
Company was incorporated under the laws of the State of Nevada on October 22,
1996 under the name PSM Corp.  The Company ceased all operating
activities during the period from October 22, 1996 to July 9, 1999 and was
considered dormant. On July 9, 1999, the Company obtained a Certificate of
renewal from the State of Nevada.
 
 On
October 3, 2002, the Company changed its name to Platinum SuperYachts, Inc. in
anticipation of a merger with SuperYachts Holdings, Inc. (a Nevada Corporation
that was incorporated on August 23, 2002).  On November 15, 2002, the
shareholders of the Platinum SuperYachts, Inc. completed a stock exchange
agreement with SuperYachts Holdings, Inc. dated August 8, 2002.  The
merger was accounted for as a reverse merger, with SuperYachts Holdings being
treated as the acquiring entity for financial reporting purposes.
 
 For
financial reporting purposes, Platinum SuperYachts, Inc. was considered a new
reporting entity on November 15, 2002
 
 On
November 23, 2005 holders of a majority of the Company’s common stock approved
an Amendment to change the name of the Company to Royal Quantum Group, Inc., to
increase the number of shares of common stock the Company is authorized to issue
to 500,000,000 and to authorize the Company to issue up to 10,000,000 shares of
preferred stock.
 
 The
Company has been in the development stagesince August 23,
2002.
 
 Nature of
Business
 
 Royal
Quantum Group Inc. is a public company trading on the OTCBB market under the
symbol RYQG.  Royal Quantum is focused on the acquisition, exploration
and development of mineral and resource properties located within favorable
geo-political climates.
  6
 ROYAL
QUANTUM GROUP, INC.   (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
 NOTE 1 - ORGANIZATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Cash and Cash
Equivalents
 
 For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
 
 Depreciation and
Amortization
 
 Fixed
assets are recorded at cost and depreciated using the straight-line method over
the estimated useful lives of the assets which range from three to five
years.  Fixed assets consisted of the following at March 31, 2008 and
December 31, 2007:
 
 March
      31,
                
                
                December
      31,2008
                
                
                2007Furniture
      & Fixtures
                
                $
                1,851
                
                
                $
                1,851 -Less
      accumulated depreciation
                
                
                (648
                )
                
                
                (555
                )Total
                
                $
                1,203
                
                
                $
                1,296
 
 Maintenance
and repairs are charged to operations; betterments are
capitalized.  The cost of property sold or otherwise disposed of and
the accumulated depreciation thereon are eliminated from the property and
related accumulated depreciation accounts, and any resulting gain or loss is
credited or charged to income.
 
 Total
depreciation expense for the three months ended March 31, 2008 and the year end
December 31 2007 was $93 and $370 respectively.
  7
 ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Intangible
Assets
 
 The
Company has adopted the Financial Accounting Standards Board SFAS No., 142,
“Goodwill and Other Intangible Assets.”  SFAS 142 requires, among
other things, that companies no longer amortize goodwill, but instead test
goodwill for impairment at least annually.  In addition, SFAS 142
requires that the Company identify reporting units for the purposes of assessing
potential future impairments of goodwill, reassess the useful lives of other
existing recognized intangible assets, and cease amortization of intangible
assets with an indefinite useful life.  An intangible asset with an
indefinite useful life should be tested for impairment in accordance with the
guidance in SFAS 142.
 
 Intangible
Assets consisted of the following at March 31, 2008 and December 31,
2007:
 
 March
      31,
                
                
                December
      31,Intangible
      Asset
                
                2008
                
                
                2007
                
                Amortization
      PeriodE-Learning
      System
                
                $
                1
                
                
                $
                1
                
                IndefiniteLess
      accumulated amortization
                
                
                -
                
                
                
                -Total
                
                $
                1
                
                
                $
                1
 
 Total
amortization expense for the three months ended March 31, 2008 and December 31,
2007 was $0 and $0 respectively.
 
 Pervasiveness of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Foreign Currency
Translation
 
 The
Company's primary functional currency is the U.S. dollar.  However,
the Company has a few transactions in Canada. Transaction gains and losses are
included in income.
  8
  ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Concentrations of Credit
Risk
 
 The
Company has no significant off-balance-sheet concentrations of credit risk such
as foreign exchange contracts, options contracts or other foreign hedging
arrangements. The Company had cash and cash equivalents in the amount of $46,151
and $3,448 as of March 31, 2008 and December 31, 2007 all of which was fully
covered by federal depository insurance.
 
 Earnings (Loss) per
Share
 
 Basic
loss per share has been computed by dividing the loss for the period applicable
to the common stockholders by the weighted average number of common shares
outstanding during the years.  There were no common equivalent shares
outstanding at March 31, 2008 and 2007.
 
 Stock Compensation for
Non-Employees
 
 Effective
June 1, 2006, the company adopted the provisions of SFAS No. 123 (R) requiring
employee equity awards to be accounted for under the fair value method.
Accordingly, share-based compensation is measured at grant date, based on the
fair value of the award. Prior to June 1, 2006, the company accounted for awards
granted to employees under its equity incentive plans under the intrinsic value
method prescribed by Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees” (APB 25), and related
interpretations, and provided the required pro forma disclosures prescribed by
SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as
amended. No stock options were granted to employees during the years ended
December 31, 2006, and 2005 and accordingly, no compensation expense was
recognized under APB No. 25 for the years ended December 31, 2007, and 2006. In
addition, no compensation expense is required to be recognized under provisions
of SFAS No. 123 (R) with respect to employees.  Under the modified
prospective method of adoption for SFAS No. 123 (R), the compensation cost
recognized by the company beginning on June 1, 2006 includes (a) compensation
cost for all equity incentive awards granted prior to, but not vested as of June
1, 2006, based on the grant-dated fair value estimated in accordance with the
original provisions of SFAS No. 123, and (b) compensation cost for all equity
incentive awards granted subsequent to June 1, 2006, based on the grant-date
fair value estimated in accordance with the provisions of SFAS No, 123 (R). The
company uses the straight-line attribution method to recognize share-based
compensation costs over the service period of the award. Upon exercise,
cancellation, forfeiture, or expiration of stock options, or upon vesting or
forfeiture of restricted stock units, deferred tax assets for options and
restricted stock units with multiple vesting dates are
  9
  ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Stock Compensation for
Non-Employees (Continued)
 
 eliminated
for each vesting period on a first-in, first-out basis as if each vesting period
was a separate award. To calculate the excess tax benefits available for use in
offsetting future tax shortfalls as of the dated of implementation, the company
followed the alternative transition method discussed in FASB Staff Position No.
123 (R)-3.  During the periods ended December 31, 2007 and 2006, no
stock options were granted to non-employees. Accordingly, no stock-based
compensation expense was recognized for new stock option grants in the Statement
of Operations and Comprehensive Loss at December 31, 2007 and 2006.
 
 Financial
Instruments
 
 The
Company’s financial instruments, as defined under SFAS No. 107, Disclosure about
Fair Value of Financial Instruments, include its cash and cash equivalents,
accounts payable and accrued liabilities. Except as otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest or
credit risks arising from these financial instruments.  The fair value
of these financial instruments approximates their carrying values due to the
short-term maturities of these instruments.
 
 Income
Taxes
 
 The
Company accounts for income taxes under the provisions of SFAS No.109,
“Accounting for Income Taxes.”  SFAS No.109 requires recognition of
deferred income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
 
 Recent Accounting
Standards
 
 In
February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159
provides companies with an option to report selected financials assets and
liabilities at fair value.  The objective of SFAS 159 is to reduce
both complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently.  Generally accepted accounting principles have required
different measurement attributes for different assets and liabilities that can
create artificial volatility in earnings.  The FASB has indicated it
believes that SFAS 159 helps to mitigate this type of accounting-induced
volatility by enabling companies to report related assets and liabilities at
fair value, which would likely reduce the need for companies to comply with
detailed rules for hedge accounting.  SFAS 159 also establishes
  10
 ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent Accounting Standards
(Continued)
  presentation
and disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities.  SFAS 159 does not eliminate disclosure requirements
included in other accounting standards, including requirements for disclosures
about fair value measurements included in SFAS 157 and SFA No. 107, “Disclosures
about Fair Value of Financial Instruments.” SFAS 159 is effective for the
Company as of the beginning of fiscal year 2009.  The adoption of this
pronouncement is not expected to have an impact on the Company’s financial
position, results of operations or cash flows.
 
 In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.
 
 In
December 2007, the FASB issued No. 141(R),  “Business Combinations”
(“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.
  11
 ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent Accounting Standards
(Continued)
 
 In March
2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS
161").  SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities and thereby improves the transparency of
financial reporting.  This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does
not require, comparative disclosures for earlier periods at initial
adoption.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.
 
 NOTE 2 - INCOME
TAXES
  As of
December 31, 2007, the Company had a net operating loss carryforward for income
tax reporting purposes of approximately $11,670,364 that may be offset against
future taxable income through 2025.  Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs.  Therefore, the amount available to offset
future taxable income may be limited.  No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carryforwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.
  2007
                
                
                2006Net
      Operating Losses
                
                $
                3,967,923
                
                
                $
                3,832,138Accrued
      Consulting Fees
                
                
                39,251
                
                
                
                29,881Valuation
      Allowance
                
                
                (4,007,174
                )
                
                
                (3,862,019
                )$
                -
                
                
                $
                -
  12
  ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 2 - INCOME TAXES
(Continued)
 
 The
provision for income taxes differ from the amount computed using the federal US
statutory income tax rate as follows:
  2007
                
                
                2006Provision
      (Benefit) at US Statutory Rate
                
                $
                (145,081
                )
                
                $
                (135,630
                )Excess
      Capital Losses over Capital Gains
                
                
                -
                
                
                
                50,315Accrued
      Consulting Fees
                
                
                -
                
                
                
                (20,454
                )Depreciation
                
                
                (74
                )
                
                
                (62
                )Increase
      (Decrease) in Valuation Allowance
                
                
                145,155
                
                
                
                105,831$
                -
                
                
                $
                -
 
 The
Company evaluates its valuation allowance requirements based on projected future
operations.  When circumstances change and causes a change in
management’s judgment about the recoverability of deferred tax assets, the
impact of the change on the valuation is reflected in current
income.
 
 NOTE 3 - DEVELOPMENT STAGE
COMPANY/GOING CONCERN
 
 The
Company has not commenced its intended principal operations and as is common
with a development stage company, the Company has had recurring
losses.  Continuation of the Company as a going concern is dependent
upon obtaining the additional working capital necessary to be successful in its
planned activity, and the management of the Company has developed a strategy,
which it believes will accomplish this objective through additional equity
funding and long term financing, which will enable the Company to operate for
the coming year.
  NOTE 4- INVESTMENT IN OIL
& GAS PROPERTY
 
 The
company has acquired an option to purchase a 6,000 acre Oil & Gas
property located in the state of Ohio, which includes 171 producing
wells. The closing date of the transaction is on or before May 31, 2008 and is
subject to financing.
 
 In
February of 2008 the company signed an agreement with First Diversified
Financial Services (FDFS) and Launchpad Capital to assist the company in
securing the necessary capital for the Anderson Oil and Gas project
acquisition.  The agreement requires payment of USD $100,000 to FDFS
as well as 3% of any cash received and 2% of any debt financing completed as a
result of FDFS efforts.  Launchpad Capital is to receive a fee of 3.5%
of the debt and/or equity portion of the funding received by the company as a
result of their efforts.
  13
  ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 5 – INVESTMENT IN
MINERAL PROPERTY
 
 In May
2007, we entered into a Purchase Agreement (“Agreement”) with U3, LLC (“U3”) to
acquire a 100% interest in 1,540 acres that consist of 77 claims of prospective
uranium property located adjacent to the Sheep Mountain Mine in Fremont County,
Central Wyoming, approximately 90 miles southwest of Casper,
Wyoming.  We paid $10,000 to U3 when we executed the Agreement on May
28, 2007. However, we later agreed with U3 not to continue to acquire the
claims, due to delays in receiving WMC numbers on the claims, and we have
requested U3 return the $10,000 as per the agreement terms.  We did
not issue any shares pursuant to this Agreement and as of the date of this
report have also not received the $10,000.
 
 NOTE 6 - LEASE
AGREEMENT
 
 The
company has entered into a month-to-month lease agreement for an office in
Calgary, Alberta, Canada.  This lease can be canceled on one month’s
written notice. The current lease requires rental payments of approximately $250
($250 Canadian Dollars) per month plus applicable taxes. For the three months
ended March 31, 2008 the Company had $750 in rent expense.
 
 NOTE 7 - UNCERTAIN TAX
POSITIONS
 
 Effective
January 1, 2007, the company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The adoption of the provisions of FIN 48
did not have a material impact on the company’s condensed consolidated financial
position and results of operations. At January 1, 2007, the company had no
liability for unrecognized tax benefits and no accrual for the payment of
related interest and penalties. The Company did not record a cumulative effect
adjustment relating to the adoption of FIN 48.
  14
 ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 7 - UNCERTAIN TAX
POSITIONS - CONTINUED
 
 Interest
costs related to unrecognized tax benefits are classified as “Interest expense,
net” in the accompanying condensed consolidated statements of operations.
Penalties, if any, would be recognized as a component of “Selling, general and
administrative expenses”. The Company recognized $0 of interest and penalties
expense related to unrecognized tax benefits during 2007. In many cases the
company’s uncertain tax positions are related to tax years that remain subject
to examination by relevant tax authorities. With few exceptions, the company is
generally no longer subject to U.S. federal, state, local or non-U.S. income tax
examinations by tax authorities for years before 2004. The following describes
the open tax years, by major tax jurisdiction, as of December 31,
2007:
  United
      States (a)
                2004
      - Present
 
 (a)
Includes federal as well as state or similar local jurisdictions, as
applicable.
 
 NOTE 8 - RELATED PARTY
TRANSACTIONS
 
 As of
March 31, 2008 and December 31, 2007, the Company owed Santeo Financial $123,696
and $118,743 respectfully for consulting services.  Ron Ruskowsky,
President and CEO of the Company is an affiliate of Santeo
Financial.  Currently the Company has an agreement with Santeo
Financial whereby Santeo Financial provides consulting services in exchange the
Company agrees to pay a consultant fee of $5,000 per month.
 
 As of
March 31, 2008 and December 31, 2007 the Company owed Roger Janssen $1,345 for
services paid directly by Roger.
 
 As of
March 31, 2008 and December 31, 2007 , shareholders have advanced the Company
$19,845 and $25,485, respectively, payable on demand and do not carry an
interest rate.  This transaction has been recorded in the accompanying
financial statements as Shareholder loans.
  15
 ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 10 - COMMON STOCK AND
WARRANTS
 
 In April
of 2008 we issued 125,000 shares of restricted stock along with a $25,000 cash
payment in consideration for an extension on the Anderson Oil & Gas property
to May 30, 2008.
 
 In March
2008, the Company issued 1,820,000 shares in a private placement for $0.10 per
Unit.  Each Unit entitled the holder to acquire 1 common share of the
company’s stock at $0.10 per share and one share purchase warrant, entitling the
holder to purchase one share at a price of $0.15 for a period of 18 months from
closing of the private placement,  resulting in the Company receiving
$182,000 in cash.  The shares were issued in a transaction which the
Company believes satisfies the requirements of the Regulation S exemption from
the registration and prospectus delivery requirements of the Securities Act of
1933. The Company is using those funds for working capital.
 
 On June
26, 2007 the Company issued 333,333 shares of common stock to Randall Lanham in
total satisfaction of legal fees in the amount of $20,000.
 
 On May 9,
2007 the company issued 500,000 shares to Phil van Angeren as compensation for
his assuming the position of Exploration Manager of the Corporation. These
shares have been valued at the market price of $0.29.  Compensation
expense of $145,000 has been booked on the accompanying Statement of
Operations.  $145,000 has been booked on the accompanying Statement of
Operations.
 
 In
February 2007, the Company issued 2,653,640 shares in a private placement for
$.05 per share which resulted in the Company receiving $132,682 in
cash.  The shares were issued in a transaction which the Company
believes satisfies the requirements of the Regulation S exemption from the
registration and prospectus delivery requirements of the Securities Act of 1933.
The Company is using those funds for working capital.
 
 On June
14, 2006, the Company issued 2,500,000 shares of common stock to Keith Campbell
in total satisfaction of a shareholder loan in the principal amount of $25,000
and interest of $100,000.  The securities were issued pursuant to
Section 4(2) of the Securities Act of 1933.
 
 On
October 4, 2005, in accordance to the Board of Directors written consent
effective July 11, 2005 the company issued 2,000,000 restricted shares to Roger
Janssen the company’s Vice President and Secretary. These shares have been
valued at the market price of $0.012.  Compensation expense of $24,000
has been booked on the accompanying Statement of Operations.
  16
 ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
  NOTE 10 - COMMON STOCK AND
WARRANTS – (CONTINUED)
 
 On
October 4, 2005, in accordance to the Board of Directors written consent
effective September 13, 2005, the Company issued 14,970,000 shares of common
stock (the “Shares”) to Santeo Financial Corporation (“Santeo”) in exchange for
the cancellation of $149,700 owed by the Company to Santeo.  Ron
Ruskowsky, the Company’s Director, President and Chief Executive Officer is an
affiliate of Santeo.  The Shares were issued without registration in
reliance upon the exemption provided by Section 4(2) of the Securities Act of
1933, as amended and Regulation D promulgated thereunder.  These
shares have been valued at the market price on the date of the agreement of
$0.017.  In addition to the cancellation of the $149,700 an additional
amount of compensation expense of $104,790 has been booked on the accompanying
Statement of Operations.
 
 NOTE 11 – NOTES
PAYABLE
 
 The
Company has a note payable with Integrated Business Concepts, Inc. that is due
upon demand and carries and interest rate of 12%.  As of March 31,
2008 the amount owing on the notes is $256,772 which consists of principal in
the amount of $208,265 and interest of $48,507.
 
 NOTE 12 - DISCONTINUED
OPERATIONS
 
 On
September 29, 2005, Royal Quantum Group, Inc. (The Company) disposed of certain
assets related to designing, building and selling yachts. The decision to sell
the component was based on the fact that we have not been successful in the mega
yacht industry due to two important factors.  First, purchasers of
yachts in the price range of our products were not interested in building with a
manufacturer that was relatively new in the industry.  The preference
of the mega yacht buyer is to work with a builder that has a history in the
business with product available for the client to view.  Second, we
were unable to close a financing large enough to allow the company to build a
spec yacht.  The ability to have a spec yacht available to show our
clients the high quality craftsmanship of which we were capable would have
significantly increased our ability to sell the product.  As the share
price of the Company’s common stock began to decrease, we were faced with the
problem of significant shareholder dilution to secure a funding necessary to
build a spec product.  Management did not feel it was in the best
interest of the shareholders to attempt a multi-million dollar financing while
faced with such a low share price.  Accordingly, we sold all of the
Company’s assets related to the yacht business back to the former stockholders
of PR Marine Inc. on September 29, 2005 in exchange for the former stockholders
of PR Marine Inc. agreeing to cancel all of their outstanding shares of the
Company.
  17
 ROYAL
QUANTUM GROUP, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE 3 MONTHS ENDED MARCH 31, 2008 AND 2007
   NOTE 13 – RESCISSION OF
ACQUISITION
 
 As of
June 30, 2006, the Company had concluded the acquisition of X-Treme Oilfield
Communications Inc.  The company issued 250,000 shares of restricted
common stock for the X-Treme Oilfield shell company and paid $75,000.00 Canadian
dollars for inventory pertinent to the communications business.
 
 As of
December 31, 2006, both parties to the agreement entered into a rescission
agreement.  Pursuant to this agreement, the 250,000 shares were
cancelled and the Company has written off the investment in this acquisition for
a write down of assets totaling $147,986.
 
 NOTE 14 – SUBSEQUENT
EVENTS
 
 In May
2008, the Company issued 580,000 shares in a private placement for $0.25 per
Unit.  Each Unit entitled the holder to acquire 1 common share of the
company’s stock at $0.25 per share and one share purchase warrant, entitling the
holder to purchase one share at a price of $0.40 for a period of 12 months from
closing of the private placement, resulting in the Company receiving $145,000 in
cash.  The shares were issued in a transaction which the Company
believes satisfies the requirements of the Regulation S exemption from the
registration and prospectus delivery requirements of the Securities Act of 1933.
The Company is using those funds for working capital.
 
 In April
of 2008 the company issued 100,000 shares in a private placement for $.25 per
share which resulted in the Company receiving $25,000 in cash.  The
shares were issued in a transaction which the Company believes satisfies the
requirements of the Regulation S exemption from the registration and prospectus
delivery requirements of the Securities Act of 1933. The Company is using those
funds for working capital.
 18
  Item 2.  Plan of
Operation
 
 This
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
 
 The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. We cannot guaranty that
any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
 
 Critical Accounting Policy and
Estimates.Our Management's Discussion and Analysis of Financial
Condition and Results of Operations section discusses our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to revenue recognition, accrued expenses,
financing operations, and contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of our financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other
sources.
 
 These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our Quarterly
Report on Form 10-Q for the period ended March 31, 2008.
 
 Overview .Royal
Quantum Group Inc. is a public company trading on the OTCBB market under the
symbol RYQG.  Royal Quantum is focused on the acquisition, exploration
and development of oil and gas and mineral properties located within favorable
geo-political climates.
 
 In
February 2007 and in reliance on the exemption from registration under
Regulation S, we sold 2,653,640 shares at $0.05 for a total of $132,682. We used
those funds for working capital.
  19
 
 In May
2007, we entered into a Purchase Agreement (“Agreement”) with U3, LLC (“U3”) to
acquire a 100% interest in 1,540 acres that consist of 77 claims of prospective
uranium property located adjacent to the Sheep Mountain Mine in Fremont County,
Central Wyoming, approximately 90 miles southwest of Casper,
Wyoming.  We paid $10,000 to U3 when we executed the Agreement on May
28, 2007. However, we later agreed with U3 not to continue to acquire the
claims, due to delays in receiving WMC numbers on the claims, and we have
requested U3 return the $10,000 as per the agreement terms.  We did
not issue any shares pursuant to this Agreement and as of the date of this
report have also not received the $10,000.
 
 In May
2007, we appointed Phil van Angeren, P. Geol as our Exploration Manager and as a
member of our board of directors. Mr. van Angeren is responsible for our
property acquisition and development. Mr. van Angeren, 51, has been the
exploration manager and a director of a junior Canadian exploration and
development company for the past 5 years.  He has over 25 years of
experience in exploration of uranium and precious metals in North
America.   Mr. van Angeren is a graduate from McGill University
with a BSc. Honors degree in geology, which he earned in 1977.  We
issued Mr. van Angeran 500,000 shares of our common stock, equivalent to
approximately 1.2% of our issued and outstanding shares.
 
 On June
26, 2007, we issued 333,333 shares of common stock to Randall Lanham in total
satisfaction of legal fees in the amount of $20,000.
 
 The
company has acquired an option to purchase a 6,000 acre Oil & Gas
property located in the state of Ohio, which includes 171 producing
wells. The closing date of the transaction has been extended to May 30, 2008 and
is subject to financing.
 
 In
February 2008 and in reliance on the exemption from registration under
Regulation S, we sold 1,820,000 shares at $0.10 for a total of $182,000, which
we are using for working capital.
 
 In
February of 2008 the company signed an agreement with First Diversified
Financial Services (FDFS) and Launchpad Capital to assist the company in
securing the necessary capital for the Anderson Oil and Gas project
acquisition.  The agreement requires payment of USD $100,000 to FDFS
as well as 3% of any cash received and 2% of any debt financing completed as a
result of FDFS’s efforts.  Launchpad Capital is to receive a fee of
3.5% of the debt and/or equity portion of the funding received by the company as
a result of their efforts.
 
 In April
of 2008 we issued 125,000 shares of restricted stock along with a $25,000 cash
payment in consideration for an extension on the Anderson Oil & Gas property
to May 30, 2008.
 
 In April
of 2008 and in reliance on the exemption from registration under Regulation S,
we sold 680,000 shares at $0.25 for a total of $170,000 which we are using for
working capital.
 
 
 Liquidity and Capital
Resources.We had cash of $46,151 as of March 31, 2008,
all of which comprised our total current assets. In April of  2008 and
in reliance on the exemption from registration under Regulation S, we sold
680,000 shares at $0.25 for a total of $170,000. We used those funds for working
capital. As of the three month period ended March 31, 2008, we also had fixed
assets of $1,203, represented by furniture and fixtures of $1,851 less
accumulated depreciation of $648. The decrease in total fixed assets is due
solely to depreciation.  We also had $1 in intangible assets and $1 in
total other assets, which was represented by our E-learning System which is
related to our former business and $10,000 for mineral property and deferred
expenditures. Therefore, for the three month period ended March 31, 2008, we had
total assets of $57,355.
 
 For the
three month period ended March 31, 2008, we had $571,020 in total current
liabilities, which was represented by $189,207 in accounts payable, $256,772
notes payable and $125,041 in related party accounts payable.  We also
had $19,845 in shareholder loans for the three months ended March 31,
2008.  Therefore, for the three months ended March 31, 2008, we had
total liabilities of $590,865. We had no other long term liabilities,
commitments or contingencies.  Other than anticipated explorations
costs associated with the mineral interests that we acquire and anticipated
increases in the legal and accounting costs of being a public company, we not
aware of any other known trends, events or uncertainties which may affect our
future liquidity.
  20
 
 Results
of Operations.
 
 Revenues.We had no
revenue for the three month period ended March 31, 2008 or for the three month
period ended March 31, 2007.
 
 Operating Expenses and Net Loss.We had a loss from operations of $143,207 for the three month period
ended March 31, 2008, as compared to a loss from operations of $63,504 for the
three month period ended March 31, 2007. For the three month period ended March
31, 2008, our operating expenses were comprised of general and administrative
expenses of $23,207 and consulting fees in the amount of $120,000. We also had
$7,853 in interest expense and a $10,237 foreign currency exchange gain.
Therefore, our net loss for the three month period ended March 31, 2008 was
$140,823 as compared to a net loss of $69,995 for the three month period ended
March 31, 2007.
 
 Our Plan of Operation for the Next
Twelve Months. Our focus is to acquire oil and gas, mineral and resource
properties for exploration and development with the intent to bring the projects
to feasibility at which time we will either contract out the operations or joint
venture the project to qualified interested parties.
 
 We had
cash of $46,151 as of March 31, 2008. In the opinion of management, our
available funds will not satisfy our working capital requirements for the next
twelve months.  In April 2008 and in reliance on the exemption from
registration under Regulation S, we sold 680,000 shares at $0.25 for a total of
$170,000, which we are using for working capital.
 
 Our
forecast for the period for which our financial resources will be adequate to
support our operations involves risks and uncertainties and actual results could
fail as a result of a number of factors. We will need to raise additional
capital to expand our operations to the point at which we are able to operate
profitably. Other than anticipated explorations costs associated with the
resource and mineral interests that we acquire and anticipated increases in the
legal and accounting costs of being a public company, we are not aware of any
other known trends, events or uncertainties, which may affect our future
liquidity.
 
 In the
event that we experience a shortfall in our capital, we intend to pursue capital
through public or private financing as well as borrowings and other sources,
such as our officers, directors and principal shareholders. We cannot guaranty
that additional funding will be available on favorable terms, if at
all.  If adequate funds are not available, then our ability to expand
our operations may be significantly hindered. If adequate funds are not
available, we believe that our officers, directors and principal shareholders
will contribute funds to pay for our expenses to achieve our objectives over the
next twelve months.
 
 Our
belief that our officers, directors and principal shareholders will pay our
expenses is based on the fact that our officers, directors and principal
shareholders collectively own approximately 52% of our outstanding common stock.
We believe that our officers, directors and principal shareholders will continue
to pay our expenses as long as they maintain their ownership of our common
stock.
 
 We are
not currently conducting any research and development activities.  We
do not anticipate conducting such activities in the near future. We do not
anticipate that we will purchase or sell any significant equipment. In the event
that we expand our customer base, then we may need to hire additional employees
or independent contractors as well as purchase or lease additional
equipment.
 
 Off-Balance Sheet
Arrangements.We have no off-balance sheet
arrangements.
 
 Item 3. Quantitative and
Qualitative Disclosures about Market Risk
  Not
applicable.
  21
  Item 4. Controls and
Procedures
 
 Evaluation of disclosure controls and
procedures. We maintain controls and procedures designed to ensure that
information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of March 31, 2008, the date of this report,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were effective.
 
 Item 4(T). Controls and
Procedures.
 
 Changes in internal controls.There were no changes in our internal control over financial reporting
that occurred during the fiscal quarter covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
 
 
 PART
II — OTHER INFORMATION
 
 Item 1. Legal
Proceedings.
 
 None.
 
 Item 1A. Risk
Factors.
 
 Not
applicable.
 
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
 None.
 
 Item 3.  Defaults
Upon Senior Securities
 
 None.
 
 Item
4.  Submission of Matters to Vote of Security
Holders
 
 None.
 
 Item 5.  Other
Information
 
 None.
 
 Item
6.  Exhibits
  31. Rule 13a-14(a)/15d-14(a) Certifications.
  32.
Section 1350 Certifications.
  22
  SIGNATURES
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
 Royal
      Quantum Group, Inc.
                  a
      Nevada corporationMay 13
      , 2008
                By:
                /s/ Ron
      RuskowskyRon
      Ruskowsky
                  Principal
      Executive Officer
                  Principal
      Accounting Officer
                  President, CEO and a
      Director
  May
      13, 2008
                By:
                /s/ Roger
      JanssenRoger
      Janssen
                  Vice-President,
      Secretary and a Director
    23