**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 SEPTEMBER 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 November 15, 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**




**(Unaudited)**
              
              
              **(Audited)******
              
              **Sept
                  30,**
              
              
              **December
                  31,****ASSETS**
              
              **2007**
              
              
              **2006**Current
                  Assets:Cash
&
Cash
                  Equivalents
              
              $
              3,839
              
              
              $
              340Loan
                  receivable
              
              
              -
              
              
              
              -Total
                  Current
                  Assets
              
              
              3,839
              
              
              
              340Fixed
                  Assets:Furniture
&
                  Fixtures
              
              
              1,851
              
              
              
              1,851Less:
                  Accumulated
                  Depreciation
              
              
              (463
              )
              
              
              (185
              )Total
                  Fixed
                  Assets
              
              
              1,388
              
              
              
              1,666Other
                  Assets:Intangible
                  Assets
              
              
              1
              
              
              
              1Mineral
                  Property & Deferred
                  Expenditures
              
              
              10,000
              
              
              
              -Total
                  Other
                  Assets
              
              
              10,001
              
              
              
              1Total
                  Assets
              
              $
              15,228
              
              
              $
              2,007LIABILITIES
&
STOCKHOLDERS'
                  EQUITYCurrent
                  Liabilities:Accounts
                  Payable
              
              $
              202,240
              
              
              $
              142,126Notes
                  Payable
              
              
              215,794
              
              
              
              196,330Related
                  Party
                  Payables
              
              
              103,743
              
              
              
              87,885Shareholder
                  Loans
              
              
              19,845
              
              
              
              32,902Total
                  Current
                  Liabilities
              
              
              541,622
              
              
              
              459,243Total
                  Liabilities
              
              
              541,622
              
              
              
              459,243Stockholders'
                  Equity:Common Stock,
                  Par
                  value $.001Authorized
                  500,000,000
                  sharesIssued
                  38,762,005 and
                  35,608,365Shares
                  at Sept 30, 2007 and
                  December 31, 2006
              
              
              38,762
              
              
              
              35,608Paid-in
                  Capital
              
              
              3,026,451
              
              
              
              2,751,923Deficit
                  Accumulated During
                  theDevelopment
                  Stage
              
              
              (3,591,607
              )
              
              
              (3,244,767
              )Total
                  Stockholders'
                  Equity
              
              
              (526,394
              )
              
              
              (457,236
              )Total
                  Liabilities and
                  Stockholders' Equity
              
              $
              15,228
              
              
              $
              2,007




**See
      accompanying notes to these financial statements**.




2




**ROYAL
        QUANTUM GROUP,
        INC.** **(A
          Development Stage
          Company)**


**STATEMENTS
        OF
        OPERATIONS** **(Unaudited)**


****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **Cumulative**
              ********
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **since**
              ********
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **August
                  23,**
              ********
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **2002**
              ********
              ****
              **For
                  the three months
                  ended**
              ****
              ****
              **For
                  the nine months
                  ended**
              ****
              ****
              **inception
                  of**
              ********
              ****
              **September
                  30,**
              ****
              ****
              **September
                  30,**
              ****
              ****
              **development**
              ********
              ****
              **2007**
              ****
              ****
              **2006**
              ****
              ****
              **2007**
              ****
              ****
              **2006**
              ****
              ****
              **stage**Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Total
                  Revenues
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Expenses:Consulting
                  Fees
              
              
              25,937
              
              
              
              15,000
              
              
              
              105,590
              
              
              
              48,729
              
              
              
              794,364Compensation
                  Expense
              
              
              -
              
              
              
              -
              
              
              
              145,000
              
              
              
              -
              
              
              
              273,790General
&
                  Administrative
              
              
              33,017
              
              
              
              7,794
              
              
              
              76,104
              
              
              
              22,126
              
              
              
              405,006Loss
                  from Operations
              
              
              (58,954
              )
              
              
              (22,794
              )
              
              
              (326,694
              )
              
              
              (70,855
              )
              
              
              (1,473,160
              )Other
                  Income
                  (Expenses)Write-down
                  of  Goodwill
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,500
              )
              
              
              (147,986
              )Interest
                  (Expense)
              
              
              (6,347
              )
              
              
              (3,035
              )
              
              
              (20,146
              )
              
              
              (105,922
              )
              
              
              (136,685
              )Interest
                  Income
              
              
              -
              
              
              
              37
              
              
              
              -
              
              
              
              251
              
              
              
              263Total
                  Other Income (Expense)
              
              
              (6,347
              )
              
              
              (2,998
              )
              
              
              (20,146
              )
              
              
              (108,171
              )
              
              
              (284,408
              )Net
                  Loss from Continuing Operations
              
              $
              (65,301
              )
              
              $
              (25,792
              )
              
              $
              (346,840
              )
              
              $
              (179,026
              )
              
              $
              (1,757,568
              )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
              
              $
              (65,301
              )
              
              $
              (25,792
              )
              
              $
              (346,840
              )
              
              $
              (179,026
              )
              
              $
              (3,591,607
              )Basic
                  and Diluted Loss Per
                  ShareContinuing
                  Operations
              
              
              (0.00
              )
              
              
              0.00
              
              
              
              (0.01
              )
              
              
              (0.01
              )Discontinued
                  Operations
              
              
              0.00
              
              
              
              0.00
              
              
              
              0.00
              
              
              
              0.00Loss
                  per
                  share
              
              $
              (0.00
              )
              
              $
              0.00
              
              
              $
              (0.01
              )
              
              $
              (0.01
              )Weighted
                  Average Shares
                  Outstanding
              
              
              38,762,005
              
              
              
              35,608,365
              
              
              
              37,767,558
              
              
              
              34,000,522




**See
        accompanying notes to these financial statements**.




3


**ROYAL
        QUANTUM GROUP,
        INC.**


**(FORMERLY
        PLATINUM
        SUPERYACHTS,  INC.)** **(A
          Development Stage
          Company)**
 **STATEMENTS
          OF CASH
          FLOWS**
 **(Unaudited)**


****
              ****
              **Cumulative**
              ********
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **since**
              ********
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **August
                  23,**
              ********
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **2002**
              ********
              ****
              **For
                  the nine months
                  ended**
              ****
              ****
              **inception
                  of**
              ********
              ****
              **September
                  30,**
              ****
              ****
              **development**
              ********
              ****
              **2007**
              ****
              ****
              **2006**
              ****
              ****
              **stage**CASH
                  FLOWS FROM OPERATING
                  ACTIVITIES:Net
                  Loss
              
              $
              (346,840
              )
              
              $
              (179,026
              )
              
              $
              (3,591,607
              )Net
                  Income/(Loss)from Disconued
                  Operations
              
              
              -
              
              
              
              -
              
              
              
              1,578,681Adjustments
                  to reconcile net
                  income (loss) tonet
                  cash
                  provided (used in) operating activities:Depreciation
              
              
              278
              
              
              
              93
              
              
              
              463Stock
                  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
                  prepaid expenses
              
              
              -
              
              
              
              -
              
              
              
              -(Increase)
                  decrease in
                  accounts receivable
              
              
              -
              
              
              
              (65,387
              )
              
              
              -Increase
                  (decrease) in
                  interest on notes payable
              
              
              19,464
              
              
              
              15,021
              
              
              
              29,999Increase
                  (decrease) in
                  accounts payable
              
              
              60,114
              
              
              
              13,336
              
              
              
              345,420Increase
                  (decrease) in
                  related party accounts payable
              
              
              15,858
              
              
              
              12,807
              
              
              
              73,665Net
                  cash
                  provided (used in) continuing activities
              
              
              (106,126
              )
              
              
              (100,886
              )
              
              
              (806,389
              )Net
                  cash
                  provided (used in) discontinuing activities
              
              
              -
              
              
              
              -
              
              
              
              386,515Net
                  cash
                  provided by (used in) operating activities
              
              
              (106,126
              )
              
              
              (100,886
              )
              
              
              (419,874
              )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
              
              
              3,499
              
              
              
              5,603
              
              
              
              3,839Cash
                  and Cash Equivalents at
                  Beginning of Period
              
              
              340
              
              
              
              1,800
              
              
              
              -Cash
                  and Cash Equivalents at End
                  of Period
              
              $
              3,839
              
              
              $
              7,403
              
              
              $
              3,839SUPPLEMENTAL
                  DISCLOSURE OF CASH
                  FLOW INFORMATION:Cash
                  paid during the year
                  for:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
                  taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -SUPPLEMENTAL
                  DISCLOSURE OF
                  NON-CASH INVESTING AND FINANCING
                  ACTIVITIES:Stock
                  issued in plan of
                  reorganization
              
              $
              -
              
              
              $
              -
              
              
              $
              858Stock
                  issued in asset
                  acquisition
              
              $
              -
              
              
              $
              -
              
              
              $
              2,243,000Stock
                  issued for
                  services
              
              $
              145,000
              
              
              $
              -
              
              
              $
              644,390Stock
                  issued for cancellation of
                  debt
              
              $
              -
              
              
              $
              -
              
              
              $
              174,700Shareholder
                  loans converted to
                  paid in capital
              
              $
              -
              
              
              $
              -
              
              
              $
              3,000




**See
        accompanying notes to these financial statements**.




4


**ROYAL
        QUANTUM GROUP, INC.**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE 9 MONTHS ENDED SEPTEMBER 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
        $3,592,000 for the period from August 23, 2002 (inception) to September 30,
        2007, has a liquidity problem, and as of September 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.
  5
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 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
        September 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.
  6
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 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 from a technical
        standpoint
        but demonstrate the potential for significant upside potential will be given
        strong consideration.  Royal Quantum will seek mineral properties in
        the areas of Uranium, Gold, Silver and Copper with a focus on North
        American
        interests.  Opportunities outside of North America will be considered
        on a project by project basis.
 
 Interim
        Reporting
 
 The
        unaudited financial statements as of September 30, 2007 and for the nine
        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 nine
        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 September 30, 2007
        and December 31, 2006:
 
 **September
                  30,**
              ****
              ****
              **December
                  31,**
              ********
              ****
              **2007**
              ****
              ****
              **2006**Furniture
                  & Fixtures
              
              $
              1,851
              
              
              $
              1,851 -Less
                  accumulated depreciation
              
              
              (463
              )
              
              
              (185
              )-Total
              
              $
              1,388
              
              
              $
              1,666
  7
  **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 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 nine
        months ended September 30, 2007 and the year end December 31 2006 was $278
        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 September 30, 2007 and December 31,
        2006:
 
 ****
              **September
                  30,**
              ****
              ****
              **December
                  31,**
              ****
              ******Intangible
                  Asset**
              ****
              **2007**
              ****
              ****
              **2006**
              ****
              **Amortization
                  Period**E-Learning
                  System
              
              $
              1 1
              
              
              $
              1
              
              IndefiniteLess
                  accumulated amortization
              
              
              -
              
              
              
              -Total
              
              $
              1
              
              
              $
              1
 
 Total
        amortization expense for the nine
        months ended September 30, 2007 and December 31, 2006 was $0 and $0
        respectively.
  8
  **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 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 $3,839 and $340 as of September 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 September 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 years ended
  9
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**
 NOTE
        1
        - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)
 
 Stock
        Compensation for Non-Employees (Continued)
  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
        September 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 September
        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.
  10
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 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.
  11
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 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.
  12
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**
 NOTE
        2
        - INCOME TAXES
 
 **2006**
              ****
              ****
              **2005**Net
                  Operating Losses
              
              $
              3,832,138
              
              
              $
              3,766,415Accrued
                  Consulting Fees
              
              
              29,881
              
              
              
              (10,227
              )Valuation
                  Allowance
              
              
              (3,862,019
              )
              
              
              (3,756,188
              )$
              -
              
              
              $
              -
  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.
  13
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 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.
  14
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 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
        9
        months ended September 30, 2007 the Company had $14,562 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
        September 30, 2007 and December 31 2006, the Company owed Santeo Financial
        $103,743 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
        September 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.
  15
 **ROYAL
          QUANTUM GROUP, INC.**
 **(A
          Development Stage Company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **FOR
          THE 9 MONTHS ENDED SEPTEMBER 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.
  16
 **ROYAL
            QUANTUM GROUP, INC.**
 **(A
            Development Stage Company)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **FOR
            THE 9 MONTHS ENDED SEPTEMBER 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 September 30, 2007, the amount owing on the notes is
        $215,794 which consists of principal in the amount of $185,795 and interest
        of
        $29,999.  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.
  17
 
 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.
 
 As
        at
        September 30, 2007, the Agreement has not closed and we have not made any
        further payments to the Seller as our management has not been satisfied with
        the
        documentation provided by the Seller relating to the issuance of claim numbers
        as required in the Agreement.  Our management is in discussions with the
        Seller as to the possible amendment or termination of the existing
        Agreement.  As of November 15, 2007, no decision has been
        reached.
  18




**Item
      2.  Plan of Operation**





**This
      following information specifies certain forward-looking statements of management
      of the company. Forward-looking statements are statements that estimate the
      happening of future events and are not based on historical fact. Forward-looking
      statements may be identified by the use of forward-looking terminology, such
      as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
      those terms or the negative of those terms. The forward-looking statements
      specified in the following information have been compiled by our management
      on
      the basis of assumptions made by management and considered by management to
      be
      reasonable. Our future operating results, however, are impossible to predict
      and
      no representation, guaranty, or warranty is to be inferred from those
      forward-looking statements.**





**The
      assumptions used for purposes of the forward-looking statements specified in
      the
      following information represent estimates of future events and are subject
      to
      uncertainty as to possible changes in economic, legislative, industry, and
      other
      circumstances. As a result, the identification and interpretation of data and
      other information and their use in developing and selecting assumptions from
      and
      among reasonable alternatives require the exercise of judgment. To the extent
      that the assumed events do not occur, the outcome may vary substantially from
      anticipated or projected results, and, accordingly, no opinion is expressed
      on
      the achievability of those forward-looking statements. We cannot guaranty that
      any of the assumptions relating to the forward-looking statements specified
      in
      the following information are accurate, and we assume no obligation to update
      any such forward-looking statements.**





**Critical
      Accounting Policy and Estimates.**Our Management's Discussion and
      Analysis of Financial Condition and Results of Operations section discusses
      our
      financial statements, which have been prepared in accordance with accounting
      principles generally accepted in the United States of America. The preparation
      of these financial statements requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. On an on-going basis, management evaluates
      its estimates and judgments, including those related to revenue recognition,
      accrued expenses, financing operations, and contingencies and litigation.
      Management bases its estimates and judgments on historical experience and on
      various other factors that are believed to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying value of assets and liabilities that are not readily apparent
      from
      other sources. Actual results may differ from these estimates under different
      assumptions or conditions. The most significant accounting estimates inherent
      in
      the preparation of our financial statements include estimates as to the
      appropriate carrying value of certain assets and liabilities which are not
      readily apparent from other sources.





These
      accounting policies are described at relevant sections in this discussion and
      analysis and in the notes to the financial statements included in our Quarterly
      Report on Form 10-QSB for the period ended September 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 are currently seeking mineral properties in
      the areas of uranium, gold, silver and copper with a focus on North American
      interests.





In
      May
      2007, we acquired 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 intend to proceed with an
      aggressive exploration program on the property.




19





To
      date,
      we have paid the Seller $10,000 at the execution of Agreement.





We
      are
      obligated to make the following payments to the Seller:  $220,000 in
      cash upon transfer of claims to us, clear of any liens or encumbrances as
      follows: $50,000 on or before August 1, 2007, $50,000 on or before September
      1,
      2007; $50,000 on or before October 1, 2007 and $70,000 on or before November
      15,
      2007. We also agree to issue 1,000,000 restricted shares of our common stock
      to
      the Seller or its nominees 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 or its nominees, 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 agrees 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 or its nominees and reserve a 2% NSR for Seller or its nominees
      on
      any production from the claims. The Agreement also provides that the Registrant
      will register the shares issued to the Seller if the Registrant closes a
      financing of more than $1,000,000. If the Registrant drops the claims at any
      point, they are transferred back to the Seller.





As
      at
      September 30, 2007, the agreement has not closed and we have not made any
      further payments to the Seller as our management has not been satisfied with
      the
      documentation provided by the Seller relating to the issuance of claim numbers
      as required in the agreement.  Our management is in discussions with the
      Seller as to the possible amendment or termination of the existing
      agreement.  As of the date of this report, no decision has been
      reached.





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 $3,839 as of
      September 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 September  30, 2007, we also had
      fixed assets of $1,388, represented by furniture and fixtures of $1,851 less
      accumulated depreciation of $463. The decrease in total fixed assets is due
      solely to depreciation.  We also had $1 in intangible assets and $1 in
      total other assets, which was represented by our E-learning Systemwhich is related to our former
      business and $10,000 in deposit on mineral property. Therefore, as of
      September  30, 2007, we had total assets of $15,228.





As
      of
      September 30, 2007, we had $541,622 in total current liabilities, which was
      represented by $202,240 in accounts payable, $215,794 of notes payable and
      $103,743 in related party accounts payable.  We also had $19,845 in
      related party notes payable as of September 30, 2007.  Therefore, as
      of September 30, 2007, we had total liabilities of $541,622. We had no other
      long term liabilities, commitments or contingencies.  Other than
      anticipated explorations costs associated with the mineral interests that we
      acquire and anticipated increases in the legal and accounting costs of being
      a
      public company, we not aware of any other known trends, events or uncertainties
      which may affect our future liquidity.




20





**Results
      of Operations.**





**For
      the three months ended September 30, 2007 as compared to the three months ended
      September 30, 2006.**





**Revenues.**We
      had no revenue for the three months ended September 30, 2007 or for the three
      months ended September 30, 2006.





**Operating
      Expenses and Net Loss.**We had a loss from operations of $65,301 for the
      three months ended September 30, 2007, as compared to a loss from operations
      of
      $25,792 for the three months ended September e 30, 2006. For the three months
      ended September 30, 2007, our operating expenses were comprised of consulting
      fees in the amount of $25,937 and general and administrative expenses of
      $33,017. We also had $6,347 in interest expense. Therefore, our net loss for
      the
      three months ended September 30, 2007 was $65,301, as compared to a net loss
      of
      $25,792 for the three months ended September 30, 2006. The increase in net
      loss
      between the three month periods ended September 30, 2007 and 2006 is primarily
      due to increases in consulting fees and general and administrative expenses,
      which resulted from rescinding of the X-Treme Oilfield Communications deal,
      and
      additional consulting fees incurred.





**For
      the nine months ended September 30, 2007 as compared to the nine months ended
      September 30, 2006.**





**Revenues.**We
      had no revenue for the nine months ended September 30, 2007 or for the nine
      months ended September 30, 2006.





**Operating
      Expenses and Net Loss.**We had a loss from operations of $346,840 for
      the nine months ended September 30, 2007, as compared to a loss from operations
      of $179,026 for the nine months ended September 30, 2006. For the nine months
      ended September 30, 2007, our operating expenses were comprised of consulting
      fees in the amount of $105,590, compensation expense of $145,000 and general
      and
      administrative expenses of $76,104. 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 $20,146 in interest expense. Therefore,
      our
      net loss for the nine months ended September 30, 2007 was $346,840, as compared
      to a net loss of $179,026 for the nine months ended September 30, 2006. The
      increase in net loss between the nine month periods ended September 30, 2007
      and
      2006 is primarily due to increases in consulting fees and general and
      administrative expenses, which resulted from rescinding of the X-Treme Oilfield
      Communications deal, and additional consulting fees incurred





**Our
      Plan of Operation for the Next Twelve Months.**We plan to acquire
      mineral properties
      for exploration and development with the intent to bring the projects to
      feasibility at which time we will either contract out the operations or joint
      venture the project to qualified interested parties.  Our main
      priority will be given to projects with near term cash flow potential, although
      consideration will be given to projects that may not be as advanced from a
      technical standpoint but demonstrate the potential for significant
      upside.  We are currently seeking mineral properties in the areas of
      uranium, gold, silver and copper with a focus on North American
      interests.





In
      May
      2007, we acquired 100% interest in 1,540 acres consisting of 77 claims of
      prospective uranium property located adjacent to the Sheep Mountain Mine in
      Fremont County, Central Wyoming, approximately 90 miles SW of Casper Wyoming.
      The claim block, known as the Kale group of claims, adjoins SXR Uranium One
      Inc.’s Sheep Mountain Mine claim block to the south and east.  A
      recent NI 43-101 compliant mineral resource estimate for the Sheep Mountain
      Mine,  completed by Scott Wilson of Roscoe Postle and Associates, Inc.
      indicated inferred mineral resources of 4.56 MT grading 0.17% eU308 (15.6
      million pounds).  We intend to proceed with an aggressive exploration
      program on the property as soon as possible. However, we may need to raise
      additional capital to proceed with the exploration program.





We
      had
      cash of $3,839 as of September 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 expand our operations to the point at which we are able to operate
      profitably. Other than anticipated explorations costs associated with the
      mineral interests that we acquire and anticipated increases in the legal and
      accounting costs of being a public company, we are not aware of any other known
      trends, events or uncertainties, which may affect our future
      liquidity.




21





In
      the
      event that we experience a shortfall in our capital, we intend to pursue capital
      through public or private financing as well as borrowings and other sources,
      such as our officers, directors and principal shareholders. We cannot guaranty
      that additional funding will be available on favorable terms, if at
      all.  If adequate funds are not available, then our ability to expand
      our operations may be significantly hindered. If adequate funds are not
      available, we believe that our officers, directors and principal shareholders
      will contribute funds to pay for our expenses to achieve our objectives over
      the
      next twelve months.





Our
      belief that our officers, directors and principal shareholders will pay our
      expenses is based on the fact that our officers, directors and principal
      shareholders collectively own approximately 58.5% of our outstanding common
      stock. We believe that our officers, directors and principal shareholders will
      continue to pay our expenses as long as they maintain their ownership of our
      common stock.





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.




22




**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.


Royal
                  Quantum Group, Inc.
                a
                  Nevada corporationDate:
November
                    29,
                    2007
              By:
              /s/ Ron
                RuskowskyRon
                RuskowskyPrincipal
                executive
                officerPrincipal
                accounting
                officerPresident,
                CEO and a director
  Date:
November
                29,
                2007
            By:
            /s/ Roger
              JanssenRoger
              JanssenVice-President,
              Secretary and a director