**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 JUNE 30,
                  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 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  No o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). o Yes  xNo
 
 **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 August 14, 2007, there were
38,762,005shares of the issuer's $.001 par value common stock issued and
        outstanding.
  Transitional
        Small Business Disclosure format (check one): oYes   xNo
  1
  **PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1.  Financial Statements**
  **ROYAL
          QUANTUM GROUP,
          INC.**
 **(A
          Development Stage
          Company)** **CONSOLIDATED  BALANCE
            SHEETS**
 ****
                ****
                **June
                    30,**
                ****
                ****
                **December
                    31,**
                ********
                **2007**
                ****
                ****
                **2006****(Unaudited)**ASSETSCurrent
                    Assets:Cash
&
Cash
                    Equivalents
                
                $
                14,046
                
                
                $
                340Total
                    Current Assets
                
                
                14,046
                
                
                
                340Fixed
                    Assets:Furniture
&
                    Fixtures
                
                
                1,851
                
                
                
                1,851Less:
                    Accumulated
                    Depreciation
                
                
                (370
                )
                
                
                (185
                )Total
                    Fixed Assets
                
                
                1,481
                
                
                
                1,666Other
                    Assets:Intangible
                    Assets
                
                
                1
                
                
                
                1Deposit
                    on Mineral Properties
                
                
                10,000
                
                
                
                -Total
                    Other Assets
                
                
                10,001
                
                
                
                1Total
                    Assets
                
                $
                25,528
                
                
                $
                2,007LIABILITIES
                    & STOCKHOLDERS' EQUITYCurrent
                    Liabilities:Accounts
                    Payable
                
                $
                165,348
                
                
                $
                142,126Notes
                    Payable
                
                
                209,447
                
                
                
                196,330Related
                    Party Accounts Payables
                
                
                91,981
                
                
                
                87,885Total
                    Current Liabilities
                
                
                466,776
                
                
                
                426,341Related
                    Party Notes Payable
                
                
                19,845
                
                
                
                32,902Total
                    Liabilities
                
                
                486,621
                
                
                
                459,243Stockholders'
                    Equity:Common
                    Stock, Par value $.001Authorized
                    500,000,000 sharesIssued
                    38,762,005 and 35,608,365Shares
                    at June 30, 2007 and December 31, 2006
                
                
                38,762
                
                
                
                35,608Paid-in
                    Capital
                
                
                3,026,451
                
                
                
                2,751,923Deficit
                    Accumulated During theDevelopment
                    Stage
                
                
                (3,526,306
                )
                
                
                (3,244,767
                )Total
                    Stockholders'
                    Equity
                
                
                (461,093
                )
                
                
                (457,236
                )Total
                    Liabilities and
                    Stockholders' Equity
                
                $
                25,528
                
                
                $
                2,007
   **See
        accompanying notes to these unaudited condensed financial
        statements.**
  2
 
  **ROYAL
            QUANTUM GROUP,
            INC.** **(A
              Development Stage
              Company)** **STATEMENTS
                OF
                OPERATIONS** **(Unaudited)**


****
                ****
                **For
                    the three months
                    ended**
                ****
                ****
                **For
                    the six months
                    ended**
                ****
                ****
                **Cumulative
                    since**
                ******June
                    30,**
                
                
                **June
                    30,**
                
                
                **August
                      23, 2002****2007**
                
                
                **2006**
                
                
                **2007**
                
                
                **2006**
                
                
                **Inception**Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                
                -Total
                    Revenues
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Expenses:Consulting
                    Fees
                
                
                26,631
                
                
                
                18,430
                
                
                
                79,653
                
                
                
                33,729
                
                
                
                768,427Compensation
                    Expense
                
                
                145,000
                
                
                
                -
                
                
                
                145,000
                
                
                
                -
                
                
                
                273,790General
&
                    Administrative
                
                
                32,605
                
                
                
                11,302
                
                
                
                43,087
                
                
                
                14,332
                
                
                
                371,989Loss
                    from Operations
                
                
                (204,236
                )
                
                
                (29,732
                )
                
                
                (267,740
                )
                
                
                (48,061
                )
                
                
                (1,414,206
                )Other
                    Income
                    (Expenses)Write-down
                    of  Goodwill
                
                
                -
                
                
                
                (2,500
                )
                
                
                -
                
                
                
                (2,500
                )
                
                
                (147,986
                )Interest
                    (Expense)
                
                
                (7,308
                )
                
                
                (102,814
                )
                
                
                (13,799
                )
                
                
                (102,887
                )
                
                
                (130,338
                )Interest
                    Income
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                214
                
                
                
                263Total
                    Other Income (Expense)
                
                
                (7,308
                )
                
                
                (105,314
                )
                
                
                (13,799
                )
                
                
                (105,173
                )
                
                
                (278,061
                )Net
                    Loss from Continuing Operations
                
                $
                (211,544
                )
                
                $
                (135,046
                )
                
                $
                (281,539
                )
                
                $
                (153,234
                )
                
                
                (1,692,267
                )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
                
                $
                (211,544
                )
                
                $
                (135,046
                )
                
                $
                (281,539
                )
                
                $
                (153,234
                )
                
                $
                (3,526,306
                )Basic
                    and Diluted Loss Per
                    ShareContinuing
                    Operations
                
                $
                0.01
                
                
                $
                0.00
                
                
                $
                0.01
                
                
                $
                0.00Discontinued
                    Operations
                
                $
                0.00
                
                
                $
                0.00
                
                
                $
                0.00
                
                
                $
                0.00Loss
                    per
                    share
                
                $
                0.01
                
                
                $
                0.00
                
                
                $
                0.01
                
                
                $
                0.00Weighted
                    Average Shares
                    Outstanding
                
                
                38,550,894
                
                
                
                33,343,172
                
                
                
                37,262,094
                
                
                
                33,343,172
   See
        accompanying notes to these unaudited
        condensed financial statements.
  3
  **ROYAL
        QUANTUM GROUP,
        INC.**
 **(FORMERLY
          PLATINUM
          SUPERYACHTS,  INC.)**
 **(A
          Development Stage
          Company)**
 **STATEMENTS
        OF CASH FLOWS**
 **(Unaudited)**
 ****
                ****
                **For
                    the six months
                    ended**
                ****
                ****
                **Cumulative
                    since**
                ******June
                    30,**
                
                
                **August
                        23, 2002**
                ********
                ****
                **2007**
                ****
                ****
                **2006**
                ****
                ****
                **Inception**CASH
                    FLOWS FROM OPERATING
                    ACTIVITIES:Net
                    Loss
                
                $
                (281,539
                )
                
                $
                (153,234
                )
                
                $
                (3,526,306
                )Net
                    Income/(Loss)from Disconued
                    Operations
                
                
                -
                
                
                
                -
                
                
                
                1,578,681Adjustments
                    to reconcile net
                    income (loss) tonet
                    cash
                    provided (used in) operating activities:Depreciation
                
                
                185
                
                
                
                -
                
                
                
                370Stock
                    issued for
                    interest
                
                
                -
                
                
                
                100,000
                
                
                
                100,000Stock
                    issued for start
                    up costs
                
                
                -
                
                
                
                -
                
                
                
                12,600Stock
                    issued for
                    services
                
                
                145,000
                
                
                
                -
                
                
                
                644,390Writedown
                    of
                    goodwill
                
                
                -
                
                
                
                2,500
                
                
                
                -(Increase)
                    decrease in
                    taxes receivable
                
                
                -
                
                
                
                (230
                )
                
                
                -(Increase)
                    decrease in
                    accounts receivable
                
                
                -
                
                
                
                (65,387
                )
                
                
                -Increase
                    (decrease) in
                    interest on notes payable
                
                
                13,117
                
                
                
                14,909
                
                
                
                23,652Increase
                    (decrease) in
                    accounts payable
                
                
                23,222
                
                
                
                7,455
                
                
                
                308,528Increase
                    (decrease) in
                    related party accounts payable
                
                
                4,096
                
                
                
                -
                
                
                
                61,903Net
                    cash
                    provided (used in) continuing activities
                
                
                (95,919
                )
                
                
                (93,987
                )
                
                
                (796,182
                )Net
                    cash
                    provided (used in) discontinuing activities
                
                
                -
                
                
                
                -
                
                
                
                386,515Net
                    cash
                    provided by (used in) operating activities
                
                
                (95,919
                )
                
                
                (93,987
                )
                
                
                (409,667
                )CASH
                    FLOWS FROM INVESTING
                    ACTIVITIES:Investment
                    in
                    Mineral Property
                
                
                (10,000
                )
                
                
                -
                
                
                
                (10,000
                )Purchase
                    of
                    fixed assets
                
                
                -
                
                
                
                (1,851
                )
                
                
                (1,851
                )Net
                    cash
                    provided by (used in) investing activities
                
                
                (10,000
                )
                
                
                (1,851
                )
                
                
                (11,851
                )CASH
                    FLOWS FROM FINANCING
                    ACTIVITIES:Proceeds
                    from related party
                    notes
                
                
                8,625
                
                
                
                30,000
                
                
                
                130,027Payment
                    on related party
                    notes
                
                
                (21,682
                )
                
                
                (7,500
                )
                
                
                (82,182
                )Proceeds
                    from notes
                    payable
                
                
                -
                
                
                
                85,840
                
                
                
                185,795Contributed
                    capital
                
                
                -
                
                
                
                -
                
                
                
                2,842Stock
                    issued in exchange for
                    cash
                
                
                132,682
                
                
                
                -
                
                
                
                199,082Net
                    cash
                    provided by (used in) financing activities
                
                
                119,625
                
                
                
                108,340
                
                
                
                435,564Net
                    (Decrease) increase in Cash
                    and Cash Equivalents
                
                
                13,706
                
                
                
                12,502
                
                
                
                14,046Cash
                    and Cash Equivalents at
                    Beginning of Period
                
                
                340
                
                
                
                1,800
                
                
                
                -Cash
                    and Cash Equivalents at End
                    of Period
                
                $
                14,046
                
                
                $
                14,302
                
                
                $
                14,046
   See
        accompanying notes to these unaudited
        condensed financial statements.
  4
 **ROYAL
          QUANTUM GROUP,
          INC.**
 **(FORMERLY
            PLATINUM
            SUPERYACHTS,  INC.)**
 **(A
            Development Stage
            Company)**
 **STATEMENTS
            OF CASH
            FLOWS** **(Unaudited)** **(Continued)**
 **For
                    the six months
                    ended**
                
                
                **Cumulative
                    since****June
                    30,**
                
                
                **August
                    23, 2002****2007**
                
                
                **2006**
                
                
                **Inception**SUPPLEMENTAL
                  DISCLOSURE OF CASH
                  FLOW INFORMATION:Cash
                    paid during the year
                    for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                12Income
                    taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -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
   See
          accompanying notes to these unaudited
          condensed financial statements.
 5
  **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE SIX MONTHS ENDED JUNE 30, 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
            $3,526,000 for the period from August 23, 2002 (inception) to June 30,
            2007, has
            a liquidity problem, and as of June 30, 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.
  6
 **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 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
            June 30, 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.
  7
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 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
            froma 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 ofNorth Americawill be considered on a project by
            project basis.
 
 Interim
            Reporting
 
 The
            unaudited financial statements as
            of June 30, 2007 and for the six 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 and six 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 June 30, 2007 and
            December 31, 2006:
 
 **June
                      30,**
                  ****
                  ****
                  **December
                      31,**
                  ********
                  ****
                  **2007**
                  ****
                  ****
                  **2006**Furniture
                      & Fixtures
                  
                  $
                  1,851
                  
                  
                  $
                  1,851 -Less
                      accumulated depreciation
                  
                  
                  (370
                  )
                  
                  
                  (185
                  )-Total
                  
                  $
                  1,481
                  
                  
                  $
                  1,666
  8
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 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 six
            months ended June 30, 2007 and the year end December 31 2006 was $185
            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 June 30, 2007 and December 31,
            2006:
 
 ****
                  **June
                      30,**
                  ****
                  ****
                  **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 June 30, 2007 and December 31, 2006 was $0 and $0
            respectively.
  9
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 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 $14,046 and $340 as of June 30, 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 June 30,
            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. 25 for the
  10
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**
   NOTE
            1
            - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            (Continued)
 
 Stock
            Compensation for Non-Employees (Continued)
 
 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 June
            30, 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 June 30, 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.
  11
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 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 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.
  12
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**
   NOTE
            1
            - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            (Continued)
 
 Recent
            Accounting Standards (Continued
 
 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.
  13
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**
 
 NOTE
            2
            - INCOME TAXES
 
 **2006**
                  ****
                  ****
                  **2005**Net
                      Operating Losses
                  
                  $
                  3,832,138
                  
                  
                  $
                  3,766,415Accrued
                      Consulting FeesT
                  
                  
                  29,881
                  
                  
                  
                  (10,227
                  )Valuation
                      Allowance
                  
                  
                  (3,862,019
                  )
                  
                  
                  (3,756,188
                  )$
                  -
                  
                  
                  $
                  -
  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.
 
 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$
                  -
                  
                  
                  $
                  -
 
 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.
  14
  **ROYAL
                QUANTUM GROUP, INC.**
 **(A
                Development Stage Company)**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **FOR
                THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**
  NOTE
            3
– 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 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.
 
 Interest
            costs related to unrecognized tax benefits are classified as “Interest expense,
            net” in the accompanying 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 expense related to unrecognized
            tax benefits for the six months ended June 30, 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
            2003. The following describes the open tax years, by major tax jurisdiction,
            as
            of January 1, 2007:
 
 United
                      States (a)
                  
                  2003
                      – Present(a)
                      Includes federal as well as state or similar local jurisdictions,
                      as
                      applicable.
  NOTE
            4
            - 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.
  15
 **ROYAL
                QUANTUM GROUP, INC.**
 **(A
                Development Stage Company)**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **FOR
                THE SIX MONTHS ENDED JUNE 30, 2007 AND
                2006**
   NOTE
            5
            - 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 6 months ended June
            30, 2007
            the Company had $9,707.92 in rent expense.
 
 NOTE
            6
            - 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.
 
 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 June 30, 2007 and December 31
            2006, the Company owed Santeo Financial $91,981 and $87,885respectfully 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 June 30, 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 Related
            Party
            Notes Payable.
  16
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**
   NOTE
            7
            - 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.
 
 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.
 
 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.
  17
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**
 
  NOTE
            8
– 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 June 30, 2007, the
            amount owing on the notes is $209,447 which consists of principal in
            the amount
            of $185,795 and interest of $23,652.  As of December 31, 2006, the
            amount owing on the note was $196,330 which consists of principal in
            the amount
            of $185,795 and interest of $10,535.
 
 NOTE
            9
            - 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
              10 – 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
  **ROYAL
              QUANTUM GROUP, INC.**
 **(A
              Development Stage Company)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**
 
 NOTE
            11 – PROPERTYAQUSITIONS
 
 In
            May 2007, we entered into a Purchase
            Agreement (“Agreement”) to acquire from U3, LLC (“Seller”) 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 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). As of
            June 30,
            2007, we paid $10,000 to the Seller on the execution of Agreement.
  On
            July
            18, 2007, we executed an Amendment to the Agreement (“Amendment”) with the
            Seller.  The Amendment revised the Agreement to provide that the
            following payments be made to the Seller upon issuance of claim numbers
            (“WMC
            numbers”) from the Bureau of Land Management (“BLM”) on each claim and the
            issuance of WMC numbers from the BLM on each of an additional 100 claims
            within
            a 3 mile radius of the claims:
  · $50,000
            on or before October 1, 2007;
 · $50,000
            on or before  November 1, 2007;
 · $50,000
            on or before December 1, 2007; and
 · $70,000
            on or before January 15, 2008.
  The
            Amendment also provides that the closing shall be on or before September
            3,
            2007.
  Pursuant
            to the Agreement, we also agreed to issue 1,000,000 restricted shares
            of our
            common stock to the Seller upon transfer of claims to us, clear of any
            liens or
            encumbrances.  In addition, we agreed to a $150,000 work program on
            the Sheep Mountain Claim block before June 1, 2008. On or before June
            1, 2008
            and provided we elect to continue, we agreed to make an additional $200,000
            cash
            payment to the Seller, issue an additional 500,000 restricted shares
            of our
            common stock to the Seller, and enter into an additional $150,000 work
            program
            on the claims. On or before June 1, 2009, and provided we elect to continue,
            we
            agreed to make a final $200,000 cash payment to the Seller and issue
            an
            additional 1,250,000 restricted shares of our common stock issued to
            the Seller
            and reserve a 2% NSR for Seller on any production from the claims. The
            Agreement
            also provides that we will register the shares issued to the Seller if
            we close
            a financing of more than $1,000,000. If we drop the claims at any point,
            the
            claims are transferred back to the Seller.
  19
 **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 June 30, 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 arecurrentlyseekingmineral properties in the
        areas of uranium,
        gold, silver and copper
        with a focus on North American interests.
  20
 
 In
        May
        2007, we entered into a Purchase Agreement (“Agreement”) to acquire from U3, LLC
        (“Seller”) 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 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 paid $10,000 to the Seller
        on
        the execution of Agreement.
 
 On
        July
        18, 2007, we executed an Amendment to the Agreement (“Amendment”) with the
        Seller.  The Amendment revised the Agreement to provide that the
        following payments be made to the Seller upon issuance of claim numbers (“WMC
        numbers”) from the Bureau of Land Management (“BLM”) on each claim and the
        issuance of WMC numbers from the BLM on each of an additional 100 claims
        within
        a 3 mile radius of the claims:
 
 · $50,000
        on or before October 1, 2007;
 · $50,000
        on or before  November 1, 2007;
 · $50,000
        on or before December 1, 2007; and
 · $70,000
        on or before January 15, 2008.
 
 The
        Amendment also provides that the closing shall be on or before September
        3,
        2007.
 
 Pursuant
        to the Agreement, we also agreed to issue 1,000,000 restricted shares of
        our
        common stock to the Seller upon transfer of claims to us, clear of any liens
        or
        encumbrances.  In addition, we agreed to a $150,000 work program on
        the Sheep Mountain Claim block before June 1, 2008. On or before June 1,
        2008
        and provided we elect to continue, we agreed to make an additional $200,000
        cash
        payment to the Seller, issue an additional 500,000 restricted shares of our
        common stock to the Seller, and enter into an additional $150,000 work program
        on the claims. On or before June 1, 2009, and provided we elect to continue,
        we
        agreed to make a final $200,000 cash payment to the Seller and issue an
        additional 1,250,000 restricted shares of our common stock issued to the
        Seller
        and reserve a 2% NSR for Seller on any production from the claims. The Agreement
        also provides that we will register the shares issued to the Seller if we
        close
        a financing of more than $1,000,000. If we drop the claims at any point,
        the
        claims are transferred back to the Seller.
 
 In
        May
        2007, we also 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
        1.3% of our issued and outstanding shares.
 
 **Liquidity
        and Capital Resources.**We had cash of $14,046 as of
        June 30, 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 June 30, 2007, we also had fixed assets of $1,481,
        represented by furniture and fixtures of $1,851 less accumulated depreciation
        of
        $370. The decrease in total fixed assets is due solely to
        depreciation.  We also had $1 in intangible assets which was
        represented by our E-learning Systemwhich is related to our former
        business, and $10,000 in deposit on mineral
        property.  Therefore, as of June 30, 2007, we had total assets of
        $25,528.
 
 As
        of
        June 30, 2007, we had $466,776 in total current liabilities, which was
        represented by $165,348 in accounts payable, $209,447 of notes payable and
        $91,981 in related party accounts payable.  We also had $19,845 in
        related party notes payable as of June 30, 2007.  Therefore, as of
        June 30, 2007, we had total liabilities of $486,621. We had no other long
        term
        liabilities, commitments or contingencies.  Other than those
        anticipated payments for the acquisitions of mineral interests as specified
        in
        the Agreement and the Amendment, explorations costs associated with those
        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.
  21
 
 **Results
        of Operations.**
 
 **For
        the three months ended June 30, 2007 as compared to the three months ended
        June
        30, 2006.**
 
 **Revenues.**We
        had no revenue for the three months ended June 30, 2007 or for the three
        months
        ended June 30, 2006.
 
 **Operating
        Expenses and Net Loss.**We had a loss from operations of $204,236 for
        the three months ended June 30, 2007, as compared to a loss from operations
        of
        $29,732 for the three months ended June 30, 2006. For the three months ended
        June 30, 2007, our operating expenses were comprised of consulting fees in
        the
        amount of $26,631, compensation expense of $145,000 and general and
        administrative expenses of $32,605. The compensation expense was due to the
        issuance of 500,000 shares to Phil van Angeren, which have been valued at
        the
        market price of $0.29.   We also had $7,308 in interest expense.
        Therefore, our net loss for the three months ended June 30, 2007 was $211,544,
        as compared to a net loss of $135,046 for the three months ended June 30,
        2006.
        The increase in net loss between the three month periods ended June 30, 2007
        and
        2006 is primarily due to the compensation expense as well as 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.
 
 **For
        the six months ended June 30, 2007 as compared to the six months ended June
        30,
        2006.**
 
 **Revenues.**We
        had no revenue for the six months ended June 30, 2007 or for the six months
        ended June 30, 2006.
 
 **Operating
        Expenses and Net Loss.**We had a loss from operations of $267,740 for
        the six months ended June 30, 2007, as compared to a loss from operations
        of
        $48,061 for the six months ended June 30, 2006. For the six months ended
        June
        30, 2007, our operating expenses were comprised of consulting fees in the
        amount
        of $79,653, compensation expense of $145,000 and general and administrative
        expenses of $43,087. The compensation expense was due to the issuance of
        500,000
        shares to Phil van Angeren, which have been valued at the market price of
        $0.29.  We also had $13,799 in interest expense. Therefore, our net
        loss for the six months ended June 30, 2007 was $281,539, as compared to
        a net
        loss of $153,234 for the six months ended June 30, 2006. The increase in
        net
        loss between the six month periods ended June 30, 2007 and 2006 is primarily
        due
        to the compensation expense as well as 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.
 
 **Our
        Plan of Operation for the Next Twelve Months.**We planto 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
        arecurrentlyseekingmineral properties in the
        areas of uranium,
        gold, silver and copper
        with a focus on North American interests.
 
 As
        specified above, in May 2007, we entered into an agreement to acquire 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. In July 2007, that agreement
        was
        amended to provide that certain payments be made to Seller upon the issuance
        of
        the WMC numbers from the Bureau of Land Management. We will need to raise
        additional capital to make those payments upon the issuance of the WMC numbers
        and proceed with the exploration program.
 
 We
        had
        cash of $14,046 as of June 30, 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 fund our operations as well as making those anticipated payments
        for
        the acquisitions of mineral interests as specified in the Agreement and the
        Amendment. We will also need to raise capital to fund explorations costs
        associated with any mineral interests that we acquire.  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
        acquire those mineral interests and 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.
  22
 
 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 a significant amount 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. 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 June 30,
        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.**
 
 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.
  23
  **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 
                  August 14, 2007
              By:
              /s/ Ron
                RuskowskyRon
                RuskowskyPrincipal
                executive
                officerPrincipal
                accounting
                officerPresident,
                CEO and a director






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