**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, 2007**
  o **TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934**
 For 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 jurisdiction of
                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
o No
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 oYes
x No
 
 **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 March
        31,
        2007, there were 38,262,005 shares of the issuer's $.001 par value common
        stock
        issued and outstanding.
  Transitional
        Small Business Disclosure format (check one):
 oYes
x No
  
       **PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1. Financial Statements**
 
      2
  **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **BALANCE
          SHEETS**
 **(Unaudited)****March
                    31,**
                
                **December
                    31,**ASSETS
                
                **2007**
                
                **2006**Current
                    Assets:Cash
                    & Cash Equivalents
                
                $
                55,380
                
                $
                340Total
                    Current Assets
                
                
                55,380
                
                
                340Fixed
                    Assets:Furniture
                    & Fixtures
                
                
                1,851
                
                
                1,851Less:
                    Accumulated Depreciation
                
                
                (278
                )
                
                (185
                )Total
                    Fixed Assets
                
                
                1,573
                
                
                1,666Other
                    Assets:Intangible
                    Assets
                
                
                1
                
                
                1Total
                    Other Assets
                
                
                1
                
                
                1Total
                    Assets
                
                $
                56,954
                
                $
                2,007LIABILITIES
                    & STOCKHOLDERS' EQUITYCurrent
                    Liabilities:Accounts
                    Payable
                
                $
                138,612
                
                $
                142,126Notes
                    Payable
                
                
                202,139
                
                
                196,330Related
                    Party Accounts Payables
                
                
                90,907
                
                
                87,885Total
                    Current Liabilities
                
                
                431,658
                
                
                426,341Related
                    Party Notes Payable
                
                
                19,845
                
                
                32,902Total
                    Liabilities
                
                
                451,503
                
                
                459,243Stockholders'
                    Equity:Common
                    Stock, Par value $.001Authorized
                    500,000,000 sharesIssued
                    38,262,005 and 35,608,365Shares
                    at March 31, 2007 and December 31, 2006
                
                
                38,262
                
                
                35,608Paid-in
                    Capital
                
                
                2,881,951
                
                
                2,751,923Deficit
                    Accumulated During theDevelopment
                    Stage
                
                
                (3,314,762
                )
                
                (3,244,767
                )Total
                    Stockholders' Equity
                
                
                (394,549
                )
                
                (457,236
                )Total
                    Liabilities and Stockholders' Equity
                
                $
                56,954
                
                $
                2,007
  **The
          accompany notes are an integral part of these financial
          statements.**
  3
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
        Development Stage Company)**
 **STATEMENTS
        OF OPERATIONS**
 **(Unaudited)**




**For
                  the three months ended**
              
              **Cumulativesince****March
                  31,**
              
              **August
                    23,  **2002******2007**
              
              **2006**
              
              **Inception**Revenues
              
              $
              -
              
              $
              -
              
              $
              -Total
                  Revenues
              
              
              -
              
              
              -
              
              
              -Expenses:Consulting
                  Fees
              
              
              53,022
              
              
              15,299
              
              
              741,796Compensation
                  Expense
              
              
              -
              
              
              -
              
              
              128,790General
                  & Administrative
              
              
              10,482
              
              
              3,030
              
              
              339,384Loss
                  from Operations
              
              
              (63,504
              )
              
              (18,329
              )
              
              (1,209,970
              )Other
                  Income (Expenses)Write-down
                  of Assets
              
              
              -
              
              
              -
              
              
              (147,986
              )Interest
                  (Expense)
              
              
              (6,491
              )
              
              (73
              )
              
              (123,030
              )Interest
                  Income
              
              
              -
              
              
              -
              
              
              263Total
                  Other Income (Expense)
              
              
              (6,491
              )
              
              (73
              )
              
              (270,753
              )Net
                  Loss from Continuing Operations
              
              
              (69,995
              )
              
              (18,402
              )
              
              (1,480,723
              )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
              
              $
              (69,995
              )
              $
              (18,402
              )
              $
              (3,314,762
              )Basic
                  and Diluted Loss Per ShareContinuing
                  Operations
              
              
              -
              
              
              -Discontinued
                  Operations
              
              
              -
              
              
              -Loss
                  per share
              
              $
              -
              
              $
              -Weighted
                  Average Shares Outstanding
              
              
              35,962,184
              
              
              33,108,365
  **The
          accompany notes are an integral part of these financial
          statements.**
  4
  **ROYAL
        QUANTUM GROUP, INC.**
 **(FORMERLY
        PLATINUM SUPERYACHTS, INC.)**
 **(A
        Development Stage Company)**
 **STATEMENTS
        OF CASH FLOWS**
 **(Unaudited)**


**For
                  the three months ended**
              
              **Cumulative
                  **since******March
                  31,**
              
              **August
                    23, 2002****2007**
              
              **2006**
              
              **Inception**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Loss
              
              $
              (69,995
              )
              $
              (18,402
              )
              $
              (3,314,762
              )Net
                   Income/(Loss)from Disconued Operations
              
              
              -
              
              
              -
              
              
              1,578,681Adjustments
                  to reconcile net income (loss) tonet
                  cash provided (used in) operating activities:Depreciation
              
              
              93
              
              
              -
              
              
              278Stock
                  issued for interest
              
              
              -
              
              
              -
              
              
              100,000Stock
                  issued for start up costs
              
              
              -
              
              
              -
              
              
              12,600Stck
                  issued for services
              
              
              -
              
              
              -
              
              
              499,390(Increase)
                  decrease in prepaid expenses
              
              
              -
              
              
              -
              
              
              -Increase
                  (decrease) in accounts payable
              
              
              (3,514
              )
              
              5,837
              
              
              281,792Increase
                  (decrease) in related party accounts payable
              
              
              3,022
              
              
              -
              
              
              60,829Net
                  cash provided (used in) continuing activities
              
              
              (70,394
              )
              
              (12,565
              )
              
              (781,192
              )Net
                  cash provided (used in) discontinuing activities
              
              
              -
              
              
              -
              
              
              386,515Net
                  cash provided by (used in) operating activities
              
              
              (70,394
              )
              
              (12,565
              )
              
              (394,677
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of fixed assets
              
              
              -
              
              
              -
              
              
              (1,851
              )Net
                  cash provided by (used in) investing activities
              
              
              -
              
              
              -
              
              
              (1,851
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from related party notes
              
              
              8,625
              
              
              -
              
              
              130,027Payment
                  on related party notes
              
              
              (21,682
              )
              
              -
              
              
              (82,182
              )Proceeds
                  from notes payable
              
              
              5,809
              
              
              12,332
              
              
              202,139Contributed
                  capital
              
              
              -
              
              
              -
              
              
              2,842Stock
                  issued in exchange for cash
              
              
              132,682
              
              
              -
              
              
              199,082Net
                  cash provided by (used in) financing activities
              
              
              125,434
              
              
              12,332
              
              
              451,908Net
                  (Decrease) increase in Cash and Cash Equivalents
              
              
              55,040
              
              
              (233
              )
              
              55,380Cash
                  and Cash Equivalents at Beginning of Period
              
              
              340
              
              
              1,800
              
              
              -Cash
                  and Cash Equivalents at End of Period
              
              $
              55,380
              
              $
              1,567
              
              $
              55,380SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:Cash
                  paid during the year for:Interest
              
              $
              -
              
              $
              -
              
              $
              12Income
                  taxes
              
              $
              -
              
              $
              -
              
              $
              -
   **The
          accompany notes are an integral part of these financial
          statements.**
 5
  **ROYAL
        QUANTUM GROUP, INC.**
 **(FORMERLY
        PLATINUM SUPERYACHTS, INC.)**
 **(A
        Development Stage Company)**
 **STATEMENTS
        OF CASH FLOWS**
 **(Unaudited)**
 **(Continued)**




****
              **For
                  the three months ended**
              ****
              **Cumulative
                    **since****
              ********
              **March
                  31,**
              ****
              **August
                      23, 2002**
              ********
              **2007**
              ****
              **2006**
              ****
              **Inception**SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH INVESTING ANDFINANCING
                  ACTIVITIES:Stock
                  issued in plan of reorganization
              
              $
              -
              
              $
              -
              
              $
              858Stock
                  issued in asset acquisition
              
              $
              -
              
              $
              -
              
              $
              2,243,000Stock
                  issued for services
              
              $
              -
              
              $
              -
              
              $
              449,390Stock
                  issued for cancellation of debt
              
              $
              -
              
              $
              -
              
              $
              174,700Shareholder
                  loans converted to paid in capital
              
              $
              -
              
              $
              -
              
              $
              3,000
   **The
        accompany notes are an integral part of
        these financial statements.**
  6
  **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 3 MONTHS ENDED MARCH 31, 2007 AND 2006**
 
  **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.
 
 **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 $3,300,000
        for the period from August 23, 2002 (inception of development stage) to March
        31, 2007, has a liquidity problem, and as of March 31, 2007 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.
 
 **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 January 11, 2000, the company changed its name to Mentor On Call,
        Inc.
  7
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 3 MONTHS ENDED MARCH 31, 2007 AND 2006**
 
  **NOTE
        1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES**
 
 **Organization
        and Basis of Presentation (Continued)**
 
 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. In connection with
        this
        merger, SuperYachts Holdings issued 858,365 shares of common stock (100%)
        in
        exchange for the assets and liabilities of the Platinum SuperYachts,
        Inc.
 
 For
        financial reporting purposes, Platinum SuperYachts, Inc. was considered a
        new
        reporting entity on November 15, 2002
 
 The
        merger was recorded as a recapitalization. In connection with this
        recapitalization, the number of shares outstanding prior to the merger have
        been
        restated to their post merger equivalents (increased from 1,400,000 shares
        to
        14,000,000). All references in the accompanying financial statements to the
        number of Common shares and per-share amounts for 2002 have been restated
        to
        reflect the equivalent number of post merger shares.
 
 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.
 
 As
        of
        March 31, 2007, the Company is in the development stage.
 
 **Nature
        of Business**
 
 Royal
        Quantum Group Inc. is a public company trading on the OTCBB market under
        the
        symbol RYQG. Our focus is to acquire mineral 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.
 
 8
  **ROYAL
        QUANTUM GROUP, INC.**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE 3 MONTHS ENDED MARCH 31, 2007 AND 2006**
 
  **NOTE
        1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)**
 
 **Nature
        of Business (Continued)**
 
 Priority
        will be given to projects with near term cash flow potential, although projects
        that may not be as advanced from a technical standpoint but demonstrate the
        potential for significant upside potential will be given strong consideration.
        Royal Quantum will seek mineral properties in the areas of Uranium, Gold,
        Silver
        and Copper with a focus on North American interests. Opportunities outside
        of
        North America will be considered on a project by project basis.
 
 **Interim
        Reporting**
 
 The
        unaudited financial statements as of March 31, 2007 and for 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 operations for the three months. Operating results
        for
        interim periods are not necessarily indicative of the results which can be
        expected for full years.
 
 **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, 2007 and December 31,
        2006:
 
 **March
                  31,**
              ****
              **December
                  31,**
              ********
              ****
              **2007**
              ****
              **2006**Furniture
                  & Fixtures
              
              $
              1,851
              
              $
              1,851Less
                  accumulated depreciation
              
              
              (278
              )
              
              (185
              )Total
              
              $
              1,573
              
              $
              1,666
  9
  **ROYAL
        QUANTUM GROUP, INC.**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE 3 MONTHS ENDED MARCH 31, 2007 AND 2006**
 
  **NOTE
        1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)**
 
 **Depreciation
        and Amortization (Continued)**
 
 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, 2007 and the year
        end
        December 31 2006 was $93 and $185 respectively.
 
 **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, 2007 and December 31,
        2006:
  **March
                  31,**
              ****
              **December
                  31,**
              ****
              **Amortization**
              ******Intangible
                  Asset**
              ****
              **2007**
              ****
              **2006**
              ****
              **Period**E-Learning
                  System
              
              $
              1
              
              $
              1
              
              
              IndefiniteLess
                  accumulated amortization
              
              
              -
              
              
              -Total
              
              $
              1
              
              $
              1
 
 Total
        amortization expense for the three months ended March 31, 2007 and December
        31,
        2006 was $0 and $0 respectively.
 
 
 10
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 3 MONTHS ENDED MARCH 31, 2007 AND 2006**
  **NOTE
        1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)**
 
 **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.
 
 **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 $55,380 and $340 as
        of
        March 31, 2007 and December 31, 2006 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, 2007 and 2006.
 
 **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.
 
 11
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 3 MONTHS ENDED MARCH 31, 2007 AND
          2006**
 NOTE
        1
        - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)
 
 **Stock
        Compensation for Non-Employees (Continued)**
 
 25
        for
        the years ended December 31, 2006, and 2005. 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
        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 March 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 March 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.
 
 12
 
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 3 MONTHS ENDED MARCH 31, 2007 AND 2006**
  **NOTE
        1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)**
 
 **Recent
        Accounting Standards**
  In
        September 2006, the FASB issued SFAS No. 157, "Accounting for Fair Value
        Measurements." SFAS No. 157 defines fair value, and establishes a framework
        for
        measuring fair value in generally accepted accounting principles and expands
        disclosure about fair value measurements. SFAS No. 157 is effective for the
        Company for financial statements issued subsequent to November 15, 2007.
        The
        Company does not expect the new standard to have any material impact on the
        financial position and results of operations.
 
 In
        September 2006, the staff of the Securities and Exchange Commission issued
        Staff
        Accounting Bulletin No. 108 (“SAB 108”) which provides interpretive guidance on
        how the effects of the carryover or reversal of prior year misstatements
        should
        be considered in quantifying a current year misstatement. SAB 108 becomes
        effective in fiscal 2007. Management is evaluating the financial impact of
        this
        pronouncement.
 
 In
        December 2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2,
        “Accounting for Registration Payment Arrangements” (“FSP EITF 00-19-2”), which
        specifies that the contingent obligation to make future payments or otherwise
        transfer consideration under a registration payment arrangement, whether
        issued
        as a separate agreement or included as a provision of a financial instrument
        or
        other agreement, should be separately recognized and measured in accordance
        with
        SFAS No. 5, “Accounting for Contingencies”. FSP EITF 00-19-2 also requires
        additional disclosure regarding the nature of any registration payment
        arrangements, alternative settlement methods, the maximum potential amount
        of
        consideration and the current carrying amount of the liability, if any. The
        guidance in FSP EITF 00-19-2 amends FASB Statements No. 133, “Accounting for
        Derivative Instruments and Hedging Activities”, and No. 150, “Accounting for
        Certain Financial Instruments with Characteristics of both Liabilities and
        Equity”, and FASB Interpretation No. 45, “Guarantor’s
 
 13
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 3 MONTHS ENDED MARCH 31, 2007 AND
          2006**
  **NOTE
        1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)**
 
 **Recent
        Accounting Standards (Continued**
 
 Accounting
        and Disclosure requirement for Guarantees, Including Indirect Guarantees
        of
        Indebtedness of Others”, to include scope exceptions for registration payment
        arrangements. FSP EITF 00-19-2 is effective immediately for registration
        payment
        arrangements and the financial instruments subject to those arrangements
        that
        are entered into or modified subsequent to the issuance date of this FSP,
        or for
        financial statements issued for fiscal years beginning after December 15,
        2006,
        and interim periods within those fiscal years, for registration payment
        arrangements entered into prior to the issuance date of this FSP. 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
        October 2005, the FASB issued FSP FAS 123(R)-2, “Practical Accommodation to the
        Application of Grant Date as Defied in FASB Statement No. 123(R)”, which
        provides clarification of the concept of mutual understanding between employer
        and employee with respect to the grant date of a share-based payment award.
        This
        FSP provides that a mutual understanding of the key terms and conditions
        of an
        award shall be presumed to exist on the date the award is approved by management
        if the recipient does not have the ability to negotiate the key terms and
        conditions of the award and those key terms and conditions will be communicated
        to the individual recipient within a relatively short time period after the
        date
        of approval. This guidance was applicable upon the initial adoption of SFAS
        123(R). The adoption of this pronouncement did not have an impact on the
        Company’s financial position, results of operations, or cash flows.
 
 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
        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.
 
 14
  **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 3 MONTHS ENDED MARCH 31, 2007 AND 2006**
  **NOTE
        2 - INCOME TAXES**
  As
          of December 31, 2006, the Company had a net operating loss carryforward for
          income tax reporting purposes of approximately $11,270,993 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.
 
 **2006**
              
              **2005**Net
                  Operating Losses
              
              $
              3,832,138
              
              $
              3,766,415Accrued
                  Consulting Fees
              
              
              29,881
              
              
              (10,227
              )Valuation
                  Allowance
              
              
              (3,862,019
              )
              
              (3,756,188
              )$
              -
              
              $
              -
 
 The
        provision for income taxes differ from the amount computed using the federal
        US
        statutory income tax rate as follows:
  **2006**
              ****
              **2005**Provision
                  (Benefit) at US Statutory Rate
              
              $
              (135,630
              )
              $
              (57,483
              )Excess
                  of capital losses over capital gains
              
              
              50,315
              
              
              -Loss
                  on Sale of Assets previously written down for book
                  purposes
              
              
              -
              
              
              (359,151
              )Amortization
              
              
              -
              
              
              (44,963
              )Accrued
                  Consulting Fees
              
              
              (20,454)
              
              
              (31,661
              )Depreciation
              
              
              (62
              )
              
              -Increase
                  (Decrease) in Valuation Allowance
              
              
              105,831
              
              
              493,258$
              -
              
              $
              -
  15
  **ROYAL
            QUANTUM GROUP, INC.**
 **(A
            Development Stage Company)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **FOR
            THE 3 MONTHS ENDED MARCH 31, 2007 AND
            2006**
  **NOTE
        2 - INCOME TAXES (Continued)**
 
 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 - 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 $1,500
        ($1,850 Canadian Dollars) per month plus applicable taxes. For the 3 months
        ended March 31, 2007 the Company had $4,853.96 in rent expense.
 
 **NOTE
        5 - RELATED PARTY TRANSACTIONS**
  Effective
        July 11, 2005, Shahhid Vohra resigned his positions as director, vice-president
        and secretary of Platinum SuperYachts, Inc. There were no disagreements between
        Mr. Vohra and the Company relating to the Company’s operations, policies or
        practices.
 
 On
        September 29, 2005, The Company sold certain assets related to designing,
        building and selling yachts (the “Assets”) to Shahhid Vohra, the Company’s
        former Vice-President and Secretary. As consideration for the assets, Mr.
        Vohra
        agreed to allow the Company to cancel 9,000,000 shares (the “Cancelled Shares”)
        of the Company’s common stock beneficially owned by Mr. Vohra. The Cancelled
        Shares were originally issued to Mr. Vohra as consideration when the Company
        purchased the Assets from Mr. Vohra in November 2002. The Assets included,
        among
        other things, yacht models, a hull display, yacht blue prints, the content of
        the Company’s website, the domain name www.platinumsuperyachts.com and the
        rights to the name Platinum SuperYachts, Inc.
 
 16
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 3 MONTHS ENDED MARCH 31, 2007 AND 2006**
  **NOTE
        5 - RELATED PARTY TRANSACTIONS (Continued)**
 
 On
        May 8,
        2006 the company paid $7,500 to Shahhid Vohra for settlement of an outstanding
        shareholder loan owing to Mr. Vohra in the amount of $10,500.
 
 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
        $25,000.00. The securities were issued pursuant to Section 4(2) of the
        Securities Act of 1933.
 
 As
        of
        March 31, 2007 and December 31 2006, the Company owed Santeo Financial $90,907
        and $87,885  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, 2007 and December 31, 2006, shareholders have advanced the Company
        $19,845 and $32,902, respectively, payable on demand and do not carry an
        interest rate. This transaction has been recorded in the accompanying financial
        statements as Shareholder loans.
 
 **NOTE
        6 - COMMON STOCK AND WARRANTS**
 
 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.
 
 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.
 
 17
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 3 MONTHS ENDED MARCH 31, 2007 AND 2006**
  **NOTE
        6 - COMMON STOCK AND WARRANTS (Continued)**
 
 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.
 
 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.
 
 **NOTE
        7 - NOTES PAYABLE**
 
 During
        the year, the Company entered into notes payable with Integrated Business
        Concepts, Inc. that is due upon demand and carries and interest rate of 12%.
        As
        of March 31, 2007, and December 31, 2006 the amount owing on the notes is
        $202,139 which consists of principal in the amount of $185,795 and interest
        of
        $16,344.
 
 **NOTE
        8 - PENDING LITIGATION**
  Dieterich
        & Associates v. Platinum SuperYachts, Inc. During 2004, Christopher H
        Dieterich, Esq. asserted in case number 04T01643 in Los Angeles County,
        California that Platinum owes his office for legal services rendered the
        sum of
        $9,807. Mr. Dieterich filed a “Request for Entry of Default” in that amount.
        Dieterich obtained a default judgment for the amount of $9,807. In June 2006,
        the Company settled the matter and obtained a release for $5,000.
  **NOTE
          9 - 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.
  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-QSB for the period ended March 31, 2007.
 
 **Overview
        .** Our
        focus
        is to acquire mineral 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.
        Our
        main priority will be given to projects with near term cash flow potential,
        although consideration will be given to projects that may not be as advanced
        from a technical standpoint but demonstrate the potential for significant
        upside. We are currently seeking mineral properties in the areas of uranium,
        gold, silver and copper with a focus on North American interests.
 
 As
        of
        March 31, 2007, we are in the development stage and have not commenced planned
        principal operations. As a development stage company, we have had recurring
        losses during this phase of operations. Management is currently developing
        a
        plan to raise capital to develop the business plan. No commitments to provide
        funding to us have been confirmed as of the date of this report.
  19
 
 **For
        the three months ended March 31, 2007 and March 31,
        2006.**
 
 **Results
        of Operations.**
 
 **Revenues.** We
        had no
        revenue for the three month period ended March 31, 2007 or for the three
        month
        period ended March 31, 2006.
 
 **Operating
        Expenses and Net Loss.** We
        had a
        loss from operations of $63,504 for the three month period ended March 31,
        2007,
        as compared to a loss from operations of $18,329for the three month period ended March 31, 2006. For the three month
        period ended March 31, 2007, our operating expenses were comprised of general
        and administrative expenses of $10,482 and consulting fees in the amount
        of
        $53,022. We also had $6,491 in interest expense. Therefore, our net loss
        for the
        three month period ended March 31, 2007 was $69,995, as compared to a net
        loss
        of $18,402 for the three month period ended March 31, 2006. The increase
        in net
        loss between the three month periods ended March 31, 2007 and 2006 is primarily
        due to increases in consulting fees and general and administrative expenses,
        which resulted from rescinding of the X-Treme Oilfield Communications deal,
        and
        additional consulting fees incurred.
 
 **Liquidity
        and Capital Resources.** We
        had
        cash of $55,380 as of March 31, 2007, all of which comprised our total current
        assets. In February 2007, we sold 2,653,640 shares of our common stock for
        $0.05
        per share, resulting in proceeds of $132,682, which we are using for working
        capital. As of the three month period ended March 31, 2007, we also had fixed
        assets of $1,573, represented by furniture and fixtures of $1,851 less
        accumulated depreciation of $278. 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 .
        Therefore, for the three month period ended March 31, 2007, we had total
        assets
        of $56,954.
 
 For
        the
        three month period ended March 31, 2007, we had $431,658 in total current
        liabilities, which was represented by $138,612 in accounts payable, $202,139
        notes payable and $90,907 in related party accounts payable. We also had
        $19,845
        in related party notes payable for the three months ended March 31, 2007.
        Therefore, for the three months ended March 31, 2007, we had total liabilities
        of $451,503. 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.
 
 **Our
        Plan of Operation for the Next Twelve Months.**  We
        plan
        to acquire mineral 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.
        Our
        main priority will be given to projects with near term cash flow potential,
        although consideration will be given to projects that may not be as advanced
        from a technical standpoint but demonstrate the potential for significant
        upside. We are currently seeking mineral properties in the areas of uranium,
        gold, silver and copper with a focus on North American interests.
 
 In
        May
        2007, we acquired 100% interest in 1,540 acres consisting of 77 claims of
        prospective uranium property located adjacent to the Sheep Mountain Mine
        in
        Fremont County, Central Wyoming, approximately 90 miles SW of Casper Wyoming.
        The claim block, known as the Kale group of claims, adjoins SXR Uranium One
        Inc.’s Sheep Mountain Mine claim block to the south and east. A recent NI 43-101
        compliant mineral resource estimate for the Sheep Mountain Mine, completed
        by
        Scott Wilson of Roscoe Postle and Associates, Inc. indicated inferred mineral
        resources of 4.56 MT grading 0.17% eU308 (15.6 million pounds). We intend
        to
        proceed with an aggressive exploration program on the property as soon as
        possible. However, we may need to raise additional capital to proceed with
        the
        exploration program.
 
 We
        had
        cash of $55,380 as of March 31, 2007. In the opinion of management, our
        available funds will not satisfy our working capital requirements for the
        next
        twelve months. In February 2007 and in reliance on the exemption from
        registration under Regulation S and Rule 506 of Regulation D, we sold 2,653,640
        shares at $0.05 for total proceeds of $132,682, 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
        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.
  20
 
 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 58.5% 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. However, if our officers, directors and principal shareholders
        sell their shares, then they may no longer be committed to contribute additional
        capital.
 
 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 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. Controls and Procedures**
 
 (a)
        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,
        2007, the date of this report, our chief executive officer and the principal
        financial officer concluded that our disclosure controls and procedures were
        effective.
 
 (b)
        Changes in internal controls. There were no significant changes in our internal
        controls or in other factors that could significantly affect these controls
        subsequent to the date of the evaluation of those controls by the chief
        executive officer and principal financial officer.
 
 
 **PART
        II — OTHER INFORMATION**
 
 **Item
        1. Legal Proceedings.**
 
 None.
 
 **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds.**
 
 In
        February 2007, we issued 2,653,640 shares in a private placement for $.05
        per
        share for proceeds of $132,682. The shares were issued in a transaction which
        we
        believe satisfies the requirements of those exemptions from the registration
        and
        prospectus delivery requirements of the Securities Act of 1933, as specified
        in
        Regulation S and Rule 506 of Regulation D. We are using those funds for working
        capital.
 
 **Item
        3. Defaults Upon Senior Securities**
 
 None.
  21
 
 **Item
        4. Submission of Matters to Vote of Security Holders**
 
 None.
 
 **Item
        5. Other Information**
 
 With
        regard to Form 8-K Item 3.02 Unregistered Sales of Equity Securities, reference
        is made to Item 2 above. The shares sold represent 6.9% of the total current
        issued and outstanding shares of our common stock.
 
 **Item
        6. Exhibits**
  **Exhibit**
              **Description**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 corporationDate: May
                11,
                2007
              By:
              /s/ Ron
                RuskowskyRon
                RuskowskyIts:
              Principal
                  executive officer
                Principal
                  accounting officer
                President, CEO and a director  Date: May
                11,
                2007
              By:
              /s/ Roger
                JanssenRoger
                JanssenIts:
              Vice-President,
                Secretary and a director
 
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