---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to ________

COMMISSION FILE NUMBER000-52686

QUANTUM SOLAR POWER
CORP.(Exact name of registrant as specified in its
charter)

|NEVADA                                                               | 27-1616811                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|300-1055 West Hastings Street                                        |                                     
|Vancouver, British Columbia, Canada                                  | V6E 2E9                             
|(Address of principal executive offices)                             | (Zip Code)                          

(604)-681-7311(Registrant's telephone number,
including area code)

3900 Paseo del Sol, Suite A311 Sante Fe, New Mexico,
USA 87507(Former name, former address and former fiscal year, if
changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[x] Yes[   ] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).[   ] Yes   [   ] No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ]                                                   | Accelerated filer [x]         
|------------------------------------------------------------------------------- | ------------------------------
|Non-accelerated filer [   ] (Do not check if a
      smaller reporting company) | Smaller reporting company [  ]

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act):[   ] Yes   [x]
No

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As
of May 9, 2011, the Issuer had 146,927,692 shares of common stock, issued and
outstanding.

---

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the nine month period ended March 31,
2011 are not necessarily indicative of the results that can be expected for the
year ending June 30, 2011.

As used in this Quarterly Report, the terms "we, "us, "our,
and Quantum mean Quantum Solar Power Corp., unless otherwise indicated. All
dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated.

2

---

QUANTUM SOLAR POWER CORP. AND SUBSIDIARY(A
  Development Stage Company) 
  CONSOLIDATED BALANCE SHEETS 
  (Expressed in
  United States Dollars)

|                                                                                                                                                               |   | March 31,   |   |   |               |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ------------- | -
|                                                                                                                                                               |   | 2011        |   |   | June 30, 2010 |  
|                                                                                                                                                               |   | (Unaudited) |   |   | (Audited)     |  
|ASSETS                                                                                                                                                         |   |             |   |   |               |  
|                                                                                                                                                               |   |             |   |   |               |  
|Current                                                                                                                                                        |   |             |   |   |               |  
|Cash                                                                                                                                                           | $ | 1,148,052   |   | $ | 70,230        |  
|Receivables                                                                                                                                                    |   | 34,626      |   |   | 4,638         |  
|Security Deposits                                                                                                                                              |   | 1,677       |   |   | 11,376        |  
|                                                                                                                                                               |   |             |   |   |               |  
|Total Current Assets                                                                                                                                           |   | 1,184,355   |   |   | 86,244        |  
|                                                                                                                                                               |   |             |   |   |               |  
|Equipment(Note 3)                                                                                                                                              |   | 1,946       |   |   | 2,780         |  
|Patents(Note 4)                                                                                                                                                |   | 1,515,633   |   |   | 1,573,189     |  
|                                                                                                                                                               |   |             |   |   |               |  
|Total Assets                                                                                                                                                   | $ | 2,701,934   |   | $ | 1,662,213     |  
|                                                                                                                                                               |   |             |   |   |               |  
|                                                                                                                                                               |   |             |   |   |               |  
|                                                                                                                                                               |   |             |   |   |               |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                           |   |             |   |   |               |  
|                                                                                                                                                               |   |             |   |   |               |  
|Current                                                                                                                                                        |   |             |   |   |               |  
|Accounts payable
      and accrued liabilities                                                                                                                 | $ | 260,036     |   | $ | 382,456       |  
|Subscriptions received in advance                                                                                                                              |   | 0           |   |   | 76,500        |  
|Line of credit
      (Note 5)                                                                                                                                  |   | 0           |   |   | 18,713        |  
|                                                                                                                                                               |   |             |   |   |               |  
|Total Liabilities                                                                                                                                              | $ | 260,036     |   | $ | 477,669       |  
|                                                                                                                                                               |   |             |   |   |               |  
|Stockholders' equity                                                                                                                                           |   |             |   |   |               |  
|Preferred
      stock, $0.001 par value 10,000,000 shares authorized no shares outstanding                                                                     |   |             |   |   |               |  
|Common
      stock, $0.001 par value 400,000,000 shares authorized and 146,927,692
      (2010 - 142,130,000) shares outstanding as of March 31, 2011 (Note 6) |   | 146,927     |   |   | 142,130       |  
|Commitment to issue shares (Note 6)                                                                                                                            |   | 30,000      |   |   | 112,632       |  
|Additional paid in
      capital (Note 6)                                                                                                                      |   | 8,135,490   |   |   | 2,577,498     |  
|Accumulated deficit during development stage                                                                                                                   |   | (5,870,519  | ) |   | (1,647,716    | )
|                                                                                                                                                               |   |             |   |   |               |  
|Total Stockholders' Equity                                                                                                                                     |   |             |   |   |               |  
|                                                                                                                                                               |   | 2,441,898   |   |   | 1,184,544     |  
|Total Liabilities and Stockholders'
      Equity                                                                                                               |   |             |   |   |               |  
|                                                                                                                                                               | $ | 2,701,934   |   | $ | 1,662,213     |  

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

---

QUANTUM SOLAR POWER CORP. AND SUBSIDIARY(A
  Development Stage Company)
  CONSOLIDATED STATEMENTS OF OPERATIONS 
  (Expressed in United States Dollars)

|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   | For the Period |  
|---------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ------------ | - | - | -------------- | -
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   | From April 14, |  
|                                                           |   | For the 3    |   |   | For the 3    |   |   | For the 9   |   |   | For the 9    |   |   | 2004           |  
|                                                           |   | Months Ended |   |   | Months Ended |   |   | Months      |   |   | Months Ended |   |   | (Inception) to |  
|                                                           |   | March 31,    |   |   | March 31,    |   |   | Ended March |   |   | March 31,    |   |   | March 31,      |  
|                                                           |   | 2011         |   |   | 2010         |   |   | 31, 2011    |   |   | 2010         |   |   | 2011           |  
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|OPERATING EXPENSES                                         |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|Amortization of
      equipment                            | $ | 278          |   | $ | -            |   | $ | 834         |   | $ | -            |   | $ | 1,390          |  
|Amortization of
      patents                              |   | 19,185       |   |   |              |   |   | 57,556      |   |   |              |   |   | 95,926         |  
|General and
      administrative                           |   | 50,073       |   |   | 150,292      |   |   | 402,030     |   |   | 150,891      |   |   | 699,256        |  
|Professional fees                                          |   | 125,230      |   |   | 79,288       |   |   | 346,442     |   |   | 98,300       |   |   | 696,559        |  
|Research and
      development                             |   | 614,390      |   |   | 282,445      |   |   | 1,885,314   |   |   | 282,445      |   |   | 2,581,052      |  
|Stock-based
      compensation (Note 6)                    |   | 923,849      |   |   |              |   |   | 1,158,627   |   |   |              |   |   | 1,318,336      |  
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|                                                           |   | (1,733,005   | ) |   | (512,025     | ) |   | (3,850,803  | ) |   | (531,636     | ) |   | (5,392,519     | )
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|OTHER ITEM                                                 |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|Impairment of
      intangible assets                      |   |              |   |   |              |   |   |             |   |   |              |   |   | (106,000       | )
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|Loss and comprehensive loss for the period                 | $ | (1,733,005   | ) | $ | (512,025     | ) | $ | (3,850,803  | ) | $ | (531,636     | ) | $ | (5,498,519     | )
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|Basic and diluted loss per common share                    | $ | (0.01        | ) | $ | (0.00        | ) | $ | (0.03       | ) | $ | (0.00        | ) |   |                |  
|                                                           |   |              |   |   |              |   |   |             |   |   |              |   |   |                |  
|Weighted average number of common shares
      outstanding |   | 146,758,720  |   |   | 141,886,459  |   |   | 144,738,718 |   |   | 141,886,459  |   |   |                |  

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

---

QUANTUM SOLAR POWER CORP. AND SUBSIDIARY(A
  Development Stage Company)
  CONSOLIDATED STATEMENTS OF CASH FLOWS 
  (Expressed in United States Dollars)

|                                                                  |   |              |   |   |             |   |   |              |   |   | For the Period |  
|----------------------------------------------------------------- | - | ------------ | - | - | ----------- | - | - | ------------ | - | - | -------------- | -
|                                                                  |   | For the 9    |   |   | For the 9   |   |   | For the 9    |   |   | April 14, 2004 |  
|                                                                  |   | Months Ended |   |   | Months      |   |   | Months Ended |   |   | (Inception) to |  
|                                                                  |   | March 31,    |   |   | Ended March |   |   | March 31,    |   |   | March 31,      |  
|                                                                  |   | 2011         |   |   | 31, 2010    |   |   | 2009         |   |   | 2011           |  
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES                              |   |              |   |   |             |   |   |              |   |   |                |  
|Loss for the period                                               | $ | (3,850,803   | ) | $ | (531,636    | ) | $ | (20,149      | ) | $ | (5,498,519     | )
|Items not
      affecting cash:                                   |   |              |   |   |             |   |   |              |   |   |                |  
|Amortization of equipment                                         |   | 834          |   |   |             |   |   |              |   |   | 1,390          |  
|Amortization of
      intangible assets                           |   | 57,556       |   |   |             |   |   |              |   |   | 95,926         |  
|Impairment of intangible assets                                   |   |              |   |   |             |   |   |              |   |   | 106,000        |  
|Stock-based
      compensation                                    |   | 1,158,627    |   |   |             |   |   |              |   |   | 1,318,336      |  
|Shares for management services                                    |   |              |   |   |             |   |   |              |   |   | 100,000        |  
|Shares for
      consulting and management bonuses                |   | 140,000      |   |   | 170,641     |   |   |              |   |   | 252,632        |  
|Warrants for consultants                                          |   | 773          |   |   |             |   |   |              |   |   | 773            |  
|Changes in
      non-cash working capital items:                  |   |              |   |   |             |   |   |              |   |   |                |  
|Changes in receivables                                            |   | (29,988      | ) |   |             |   |   |              |   |   | (34,626        | )
|Changes in prepaid
      expenses                                 |   | 9,699        |   |   |             |   |   |              |   |   | (1,677         | )
|Changes in accounts payable and accrued liabilities               |   | (122,420     | ) |   | 311,286     |   |   | (3,500       | ) |   | 269,036        |  
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|Net cash used in operating activities                             |   | (2,635,722   | ) |   | (49,709     | ) |   | (23,649      | ) |   | (3,390,729     | )
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                              |   |              |   |   |             |   |   |              |   |   |                |  
|Equipment                                                         |   |              |   |   |             |   |   |              |   |   | (3,336         | )
|Purchase of technology rights                                     |   |              |   |   |             |   |   |              |   |   | (15,000        | )
|Purchase of
      intangible assets                               |   |              |   |   |             |   |   |              |   |   | (100,000       | )
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|Net cash used in
      investing activities                       |   | 0            |   |   | 0           |   |   | 0            |   |   | (118,336       | )
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                              |   |              |   |   |             |   |   |              |   |   |                |  
|Proceeds from line of credit and loans payable                    |   |              |   |   | 43,713      |   |   |              |   |   | 43,713         |  
|Proceeds from
      issuance of common stock                      |   | 3,973,060    |   |   |             |   |   |              |   |   | 4,825,560      |  
|Proceeds from exercise of warrants                                |   | 3,720        |   |   |             |   |   |              |   |   | 3,720          |  
|Share issuance
      costs                                        |   | (228,524     | ) |   |             |   |   |              |   |   | (232,663       | )
|Subscriptions received in advance                                 |   |              |   |   |             |   |   |              |   |   | 76,500         |  
|Refunds to
      nonqualified investors                           |   | (16,000      | ) |   |             |   |   |              |   |   | (16,000        | )
|Cash used to pay line of credit and loans payable                 |   | (18,713      | ) |   |             |   |   |              |   |   | (43,713        | )
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|Net cash provided by financing activities                         |   | 3,713,543    |   |   | 43,713      |   |   |              |   |   | 4,657,117      |  
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|Change in cash during the period                                  |   | 1,077,821    |   |   | (5,996      | ) |   | (23,649      | ) |   | 1,148,052      |  
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|Cash, beginning of period                                         |   | 70,230       |   |   | 13,247      |   |   | 41,994       |   |   |                |  
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|Cash, end of period                                               | $ | 1,148,051    |   | $ | 7,251       |   | $ | 18,345       |   | $ | 1,148,052      |  
|                                                                  |   |              |   |   |             |   |   |              |   |   |                |  
|Supplemental disclosures with respect to
      cash flows(Note 7) |   |              |   |   |             |   |   |              |   |   |                |  

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

---

QUANTUM SOLAR POWER CORP. AND SUBSIDIARY(A
  Development Stage Company)
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
  (Expressed in United States Dollars)

|                                                |  | Common Stock |   |   |         |   |   |                 |   |   |            |   |   |                |  
|----------------------------------------------- |  | ------------ | - | - | ------- | - | - | --------------- | - | - | ---------- | - | - | -------------- | -
|                                                |  |              |   |   |         |   |   |                 |   |   |            |   |   |                |  
|                                                |  |              |   |   |         |   |   |                 |   |   | Commitment |   |   | Accumulated    |  
|                                                |  |              |   |   |         |   |   | Additional      |   |   | to Issue   |   |   | Deficit During |  
|                                                |  | Shares       |   |   | Amount  |   |   | Paid in Capital |   |   | Shares     |   |   | the Dev. Stage |  
|Balance, April 14, 2004 (Inception)             |  | 0            |   | $ | -       |   | $ | -               |   | $ | -          |   | $ | -              |  
|Common shares issued at par                     |  | 117,200,000  |   |   | 15      |   |   | 92,485          |   |   | 0          |   |   | 0              |  
|Net loss                                        |  |              |   |   |         |   |   |                 |   |   |            |   |   | (9,557         | )
|                                                |  |              |   |   |         |   |   |                 |   |   |            |   |   |                |  
|Balance, June 30, 2004                          |  | 117,200,000  |   |   | 15      |   |   | 92,485          |   |   | 0          |   |   | (9,557         | )
|Net loss                                        |  |              |   |   |         |   |   |                 |   |   |            |   |   | (40,111        | )
|                                                |  |              |   |   |         |   |   |                 |   |   |            |   |   |                |  
|Balance, June 30, 2005                          |  | 117,200,000  |   |   | 15      |   |   | 92,485          |   |   | 0          |   |   | (49,668        | )
|Net loss                                        |  |              |   |   |         |   |   |                 |   |   |            |   |   | (26,654        | )
|                                                |  |              |   |   |         |   |   |                 |   |   |            |   |   |                |  
|Balance, June 30, 2006                          |  | 117,200,000  |   |   | 15      |   |   | 92,485          |   |   | 0          |   |   | (76,322        | )
|Net loss                                        |  |              |   |   |         |   |   |                 |   |   |            |   |   | (15,652        | )
|                                                |  |              |   |   |         |   |   |                 |   |   |            |   |   |                |  
|Balance, June 30, 2007                          |  | 117,200,000  |   |   | 15      |   |   | 92,485          |   |   | 0          |   |   | (91,974        | )
|Common
        shares issued at $2.00 per share |  | 100,000      |   |   | 100     |   |   | 199,900         |   |   |            |   |   |                |  
|Net loss                                        |  |              |   |   |         |   |   |                 |   |   |            |   |   | (166,032       | )
|                                                |  |              |   |   |         |   |   |                 |   |   |            |   |   |                |  
|Balance, June 30, 2008                          |  | 117,300,000  |   |   | 115     |   |   | 292,385         |   |   | 0          |   |   | (258,006       | )
|Net loss                                        |  |              |   |   |         |   |   |                 |   |   |            |   |   | (28,747        | )
|                                                |  |              |   |   |         |   |   |                 |   |   |            |   |   |                |  
|Balance, June 30, 2009                          |  | 117,300,000  |   |   | 115     |   |   | 292,385         |   |   | 0          |   |   | (286,753       | )
|Private placement                               |  | 280,000      |   |   | 280     |   |   | 559,720         |   |   |            |   |   |                |  
|Share issuance costs                            |  |              |   |   |         |   |   | (4,140          | ) |   |            |   |   |                |  
|Stock-based
        compensation                |  |              |   |   |         |   |   | 159,709         |   |   |            |   |   |                |  
|Commitment to issue shares                      |  |              |   |   |         |   |   |                 |   |   | 112,632    |   |   |                |  
|Acquisition of
        patents                  |  | 71,500,000   |   |   | 71,500  |   |   | 1,540,059       |   |   |            |   |   |                |  
|Shares issued for services                      |  | 50,000       |   |   | 50      |   |   | 99,950          |   |   |            |   |   |                |  
|Par value
        reclassification              |  |              |   |   | 117,185 |   |   | (117,185        | ) |   |            |   |   |                |  
|Return to treasury                              |  | (47,000,000  | ) |   | (47,000 | ) |   | 47,000          |   |   |            |   |   |                |  
|Net loss                                        |  |              |   |   |         |   |   |                 |   |   |            |   |   | (1,360,963     | )
|                                                |  |              |   |   |         |   |   |                 |   |   |            |   |   |                |  
|Balance, June 30, 2010                          |  | 142,130,000  |   |   | 142,130 |   |   | 2,577,498       |   |   | 112,632    |   |   | (1,647,716     | )
|Dividend - warrants                             |  |              |   |   |         |   |   | 372,000         |   |   |            |   |   | (372,000       | )
|Private placement                               |  | 4,049,560    |   |   | 4,049   |   |   | 4,045,511       |   |   |            |   |   |                |  
|Return to nonqualified investors                |  | (8,000       | ) |   | (8      | ) |   | (15,992         | ) |   |            |   |   |                |  
|Exercise of
        warrants                    |  | 372,000      |   |   | 372     |   |   | 3,348           |   |   |            |   |   |                |  
|Share issuance costs                            |  | 161,500      |   |   | 161     |   |   | (228,684        | ) |   |            |   |   |                |  
|Stock-based
        compensation                |  |              |   |   |         |   |   | 1,158,627       |   |   |            |   |   |                |  
|Shares issued for services                      |  | 222,632      |   |   | 223     |   |   | 222,409         |   |   | (112,632   | ) |   |                |  
|Warrants for
        services                   |  |              |   |   |         |   |   | 773             |   |   |            |   |   |                |  
|Commitment to issue shares                      |  |              |   |   |         |   |   |                 |   |   | 30,000     |   |   |                |  
|Net loss                                        |  |              |   |   |         |   |   |                 |   |   |            |   |   | (3,850,803     | )
|                                                |  |              |   |   |         |   |   |                 |   |   |            |   |   |                |  
|Balance, March 31, 2011                         |  | 146,927,692  |   | $ | 146,927 |   | $ | 8,135,490       |   | $ | 30,000     |   | $ | (5,870,519     | )

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

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|MARCH 31, 2011                                
|                                              

|1. | NATURE AND CONTINUANCE OF
      OPERATIONS
|-- | ------------------------------------------

Quantum Solar Power Corp. (the
  Company) was incorporated in Nevada on April 14, 2004. The Company is a
  development stage company engaged in the business of developing and
  commercializing next generation solar power technology under the name Next
  Generation Device abbreviated NGD. Quantums NGD is a patent pending,
  functioning, laboratory model that demonstrates its utility in solar power
  conversion. On June 16, 2008 stockholders by way of Proxy Statement confirmed
  and ratified the change of the Companys name from QV, Quantum Ventures, Inc. to
  Quantum Solar Power Corp.

The Company operates in one reportable
  segment being the research and development of solar power technology in Canada
  and the United States of America. Revenues will be substantially derived from
  royalty based licensing arrangements in this reporting segment.

Going Concern

These consolidated financial statements
  have been prepared consistent with accounting policies generally accepted in the
  United States (U.S. GAAP) assuming the Company will continue as a going
  concern. Currently, the Company has no sales and has incurred a net loss of
  $3,850,803 for the nine months ending March 31, 2011 and an accumulated loss of
  $5,498,519 for the period from April 14, 2004 (inception) to March 31, 2011. The
  future of the Company is dependent upon its ability to obtain financing and upon
  future profitable operations from development and commercialization of an NGD.
  Management has plans to seek additional capital through private placements and
  public offerings of its common stock. These factors raise substantial doubt that
  the Company will be able to continue as a going concern.

Management's plans for the continuation
  of the Company as a going concern include financing the Company's operations
  through issuance of its common stock. If the Company is unable to complete its
  financing requirements or achieve revenue as projected, it will then modify its
  expenditures and plan of operations to coincide with the actual financing
  completed and actual operating revenues. There are no assurances, however, with
  respect to the future success of these plans.

The accompanying financial statements
  do not include any adjustments to the recorded assets or liabilities that might
  be necessary should the Company fail in any of the above objectives and is
  unable to operate for the coming year.

|2. | SIGNIFICANT ACCOUNTING
      POLICIES
|-- | -------------------------------------

Basis of Presentation

The accompanying unaudited financial
  statements have been prepared by the Company in conformity with U.S. GAAP
  applicable to interim financial information. Accordingly, certain information
  and footnote disclosures normally included in financial statements prepared in
  accordance with generally accepted accounting principles have been condensed, or
  omitted. In the opinion of management, the unaudited interim financial
  statements include all adjustments necessary for the fair presentation of the
  results of the interim periods presented. All adjustments are of a normal
  recurring nature, except as otherwise noted below. These financial statements
  should be read in conjunction with the Companys audited consolidated financial
  statements and notes thereto for the year ended June
  30, 2010, included in the Companys Annual Report on Form 10-K, filed September
  13, 2010, with the Securities Exchange Commission. The results of operations for
  the interim periods are not necessarily indicative of the results of operations
  for any other interim period or for a full fiscal year.

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|MARCH 31, 2011                                
|                                              

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

Basis of Presentation(contd)

Certain comparative figures have been
reclassified to conform with the current periods presentation.

Recent accounting pronouncements

Recent accounting pronouncements that
  the Company has adopted or will be required to adopt in the future are
  summarized below.

In January 2010, the FASB issued ASU
  2010-06 which is intended to improve disclosures about fair value measurements.
  The guidance requires entities to disclose significant transfers in and out of
  fair value hierarchy levels, the reasons for the transfers and to present
  information about purchases, sales, issuances and settlements separately in the
  reconciliation of fair value measurements using significant unobservable inputs
  (Level 3). Additionally, the guidance clarifies that a reporting entity should
  provide fair value measurements for each class of assets and liabilities and
  disclose the inputs and valuation techniques used for fair value measurements
  using significant other observable inputs (Level 2) and significant unobservable
  inputs (Level 3). The Company has applied the new disclosure requirements as of
  January 1, 2010, except for the disclosures about purchases, sales, issuances
  and settlements in the Level 3 reconciliation, which will be effective for
  interim and annual periods beginning after December 15, 2010. The adoption of
  this guidance has not had and is not expected to have a material impact on the
  Companys financial statements.

In April 2010, the FASB issued ASU
  2010-13, Compensation  Stock Compensation (Topic 718), amending ASC 718. ASU
  2010-13 clarifies that a share-based payment award with an exercise price
  denominated in the currency of a market in which the entitys equity securities
  trade should not be classified as a liability if it otherwise qualifies as
  equity. ASU 2010-13 also improves GAAP by improving consistency in financial
  reporting by eliminating diversity in practice. ASU 2010-13 is effective for
  interim and annual reporting periods beginning after December 15, 2010 (January
  1, 2011 for the Company). The Company is currently evaluating the impact of ASU
  2010-13, but does not expect its adoption to have a material impact on the
  Companys financial reporting and disclosures.

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|MARCH 31, 2011                                
|                                              

|3. | EQUIPMENT
|-- | ---------

|                   |   |       |  |   | 9 months     |  |   |            |  |   |       |  |   |              |  |   |            | 
|------------------ | - | ----- |  | - | ------------ |  | - | ---------- |  | - | ----- |  | - | ------------ |  | - | ---------- | 
|                   |   |       |  |   | ended        |  |   |            |  |   |       |  |   | Year ended   |  |   |            | 
|                   |   |       |  |   | March 31,    |  |   |            |  |   |       |  |   | June 30,     |  |   |            | 
|                   |   |       |  |   | 2011         |  |   |            |  |   |       |  |   | 2010         |  |   |            | 
|                   |   |       |  |   |              |  |   |            |  |   |       |  |   |              |  |   |            | 
|                   |   |       |  |   | Accumulated  |  |   | Net        |  |   |       |  |   | Accumulated  |  |   | Net        | 
|                   |   | Cost  |  |   | Amortization |  |   | Book Value |  |   | Cost  |  |   | Amortization |  |   | Book Value | 
|                   |   |       |  |   |              |  |   |            |  |   |       |  |   |              |  |   |            | 
|                   |   |       |  |   |              |  |   |            |  |   |       |  |   |              |  |   |            | 
|Computer equipment | $ | 3,336 |  | $ | 1,390        |  | $ | 1,946      |  | $ | 3,336 |  | $ | 556          |  | $ | 2,780      | 

|4. | TECHNOLOGY PURCHASE
      AGREEMENT
|-- | -----------------------------------

On April 15, 2008, the Company entered
  into a License agreement ( The Agreement) with Canadian Integrated Optics
  International Ltd. of Douglas, Isle of Man (CIOI), to manufacture and market
  CIOIs patent pending solar technology based on a new approach for the
  generation of solar power. On May 7, 2008 the Agreement was subsequently amended
  and executed by CIOI and on May 16, 2008 the agreement was executed by the
  Company and is subject to certain terms and conditions. The purchase price paid
  in cash for the License was $100,000. These costs were later written-off and
  charged to operations in fiscal 2008.

In December 2009 the Company executed
  an agreement with CIOI to purchase technology and associated patents related to
  the development of certain solar technology in an exchange for 71,500,000 common
  stock of the Company valued at $1,611,559. The patents have an estimated useful
  life of 21 years since acquisition. The Company has recorded $95,926 in
  amortization through the quarter ended March 31, 2011.

|5. | LINE OF CREDIT
|-- | --------------

On February 20, 2010, the Company
  entered into an unsecured, non-interest bearing revolving line of credit with
  CIOI of up to $250,000 in available financing. The Company had withdrawn $43,713
  and repaid the balance in full. As at March 31, 2011 the line of credit has a
  zero balance.

|6. | STOCKHOLDERS EQUITY
|-- | --------------------

On May 7, 2004 the Company issued
  8,650,000 of its pre-forward split common shares for cash of $86,500.

On June 30, 2004, the Company issued
  6,000,000 of its pre-forward splt common shares for cash of $6,000.

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|MARCH 31, 2011                                
|                                              

|6. | STOCKHOLDERS EQUITY(contd)
|-- | -----------------------------

On February 25, 2008, the Board of
  Directors of the registrant passed unanimously a resolution authorizing a
  forward split of the authorized and issued and outstanding common shares on an
  eight to one (8  1) basis bringing the total common shares issued and
  outstanding to 117,200,000 and authorized common shares to 400,000,000.

The Company has completed a private
  placement on April 15, 2008 to issue 100,000 common shares at a price of $2.00
  per share. The net proceeds received were $200,000. No commissions were paid and
  no registration rights have been granted.

On December 16, 2009, the Company
  entered into an agreement with CIOI as amended, wherein the Company agreed to
  purchase all of their solar cell technology in consideration of 71,500,000
  restricted shares of common stock. As part the transaction, the Companys
  President returned and cancelled 47,000,000 shares of the Companys common
  stock.

In April 2010, 50,000 shares valued at
  $100,000 were issued as compensation for a performance bonus to a director of
  the Company.

In April 2010 the Company completed a
  private placement to issue 280,000 shares at a share price of $2.00 per share.
  The net proceeds received were $560,000.

During the quarter ended September 30,
  2010, 274,060 shares were issued through a private placement at a stock price of
  $1.00 per share; net proceeds were $274,060 of which $76,500 was received during
  the year ended June 30, 2010. On September 27, 2010, the Board granted 372,000
  warrants to those shareholders who had purchased shares at $2.00 per share to
  allow them to purchase a matching number of shares at $0.01 in order to make
  them whole as a result of the change in the share sale price. On August 19,
  2010, 62,632 shares were issued for consulting services performed during the
  period from December 24, 2009 through June 30, 2010; and 50,000 for a management
  performance bonus relating to services performed during the previous
  quarter.

During the quarter ended December 31,
  2010, 3,765,500 shares were issued through two private placements and a total of
  $262,509 in share issue costs were paid. In addition, 372,000 shares were issued
  when the warrants described above were exercised. Net proceeds were $3,768,720,
  all of which were received by December 31. 2010. Also, $16,000 was returned to
  several investors who previously paid for 8,000 shares and were found not to be
  qualified.

In October 2010, 30,000 shares valued
  at $30,000 were issued for consulting services and 50,000 shares valued at
  $50,000 for a management performance bonus relating to services provided during
  the previous quarter.

During the quarter ended March 31,
  2011, 10,000 shares were issued through a private placement at $1 per share for
  proceeds of $10,000. An additional 161,500 shares valued at $161,500 were issued
  as finders fees.

On March 31, 2011, 30,000 shares valued
  at $30,000 were issued for consulting services.

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|MARCH 31, 2011                                
|                                              

|6. | STOCKHOLDERS EQUITY(contd)
|-- | -----------------------------

Commitment to issue shares

According to the terms of a contract
  entered into during the year ended June 30, 2010, the Company agreed to issue
  10,000 shares per month to a consultant. Accordingly, the Company has a
  commitment to issue 30,000 common shares at a value of $30,000.

Stock options and warrants

On February 15, 2011 the Company
  implemented a formal stock option plan.

Stock options and warrants are
  summarized as follows:

|                                                                       |  |           |   |   |          |   |  | Stock     |  |   |          | 
|---------------------------------------------------------------------- |  | --------- | - | - | -------- | - |  | --------- |  | - | -------- | 
|                                                                       |  | Warrants  |   |   |          |   |  | Options   |  |   |          | 
|                                                                       |  |           |   |   |          |   |  |           |  |   |          | 
|                                                                       |  |           |   |   | Weighted |   |  |           |  |   | Weighted | 
|                                                                       |  |           |   |   | Average  |   |  |           |  |   | Average  | 
|                                                                       |  | Number    |   |   | Exercise |   |  | Number    |  |   | Exercise | 
|                                                                       |  | of Shares |   |   | Price    |   |  | of Shares |  |   | Price    | 
|                                                                       |  |           |   |   |          |   |  |           |  |   |          | 
|Balance outstanding, April 14, 2004
      (inception) to June 30, 2009 |  | -         |   | $ | -        |   |  | -         |  | $ | -        | 
|                                                                       |  |           |   |   |          |   |  |           |  |   |          | 
|Granted                                                                |  | -         |   |   | -        |   |  |           |  |   |          | 
|                                                                       |  |           |   |   |          |   |  | 500,000   |  | $ | 0.50     | 
|                                                                       |  |           |   |   |          |   |  |           |  |   |          | 
|Balance outstanding, June 30, 2010                                     |  | -         |   |   | -        |   |  | 500,000   |  |   | 0.50     | 
|                                                                       |  |           |   |   |          |   |  |           |  |   |          | 
|Granted                                                                |  | 372,000   |   |   | 0.01     |   |  |           |  |   |          | 
|Granted                                                                |  | 50,000    |   |   | 1.90     |   |  |           |  |   |          | 
|Exercised                                                              |  | (372,000  | ) |   | (0.01    | ) |  |           |  |   |          | 
|Granted                                                                |  |           |   |   |          |   |  | 100,000   |  |   | 0.50     | 
|Granted                                                                |  |           |   |   |          |   |  | 250,000   |  |   | 1.60     | 
|Granted                                                                |  |           |   |   |          |   |  | 900,000   |  |   | 1.60     | 
|                                                                       |  |           |   |   |          |   |  |           |  |   |          | 
|Balance outstanding, March 31, 2011                                    |  | 50,000    |   | $ | 1.90     |   |  | 1,750,000 |  | $ | 1.22     | 
|                                                                       |  |           |   |   |          |   |  |           |  |   |          | 
|Exercisable, March 31, 2011                                            |  | 50,000    |   | $ | 1.90     |   |  | 1,229,166 |  | $ | 1.32     | 

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|MARCH 31, 2011                                
|                                              

|6. | STOCKHOLDERS EQUITY(contd)
|-- | -----------------------------

Stock options and warrants(contd)

The following table summarizes
  information about the stock options outstanding at March 31, 2011:

|         |  | Number    |  |   | Exercise |  |  |                   | 
|-------- |  | --------- |  | - | -------- |  |  | ----------------- | 
|         |  | of Shares |  |   | Price    |  |  | Expiry Date       | 
|         |  |           |  |   |          |  |  |                   | 
|         |  |           |  |   |          |  |  |                   | 
|Options  |  | 500,000   |  | $ | 0.50     |  |  | January 1, 2013   | 
|         |  | 50,000    |  | $ | 0.50     |  |  | July 9, 2011      | 
|         |  | 50,000    |  | $ | 0.50     |  |  | July 15, 2011     | 
|         |  | 250,000   |  | $ | 1.60     |  |  | February 28, 2012 | 
|         |  | 900,000   |  | $ | 1.60     |  |  | March 6, 2016     | 
|         |  |           |  |   |          |  |  |                   | 
|Warrants |  | 50,000    |  | $ | 1.90     |  |  | January 14, 2012  | 

Stock-based compensation

The Company used the Black-Scholes
  option pricing model to determine the fair value of options granted. During
  fiscal 2010, the Company granted 500,000 (2009  Nil; 2008  Nil) options with a
  weighted average fair value of $1.91 (2009  $Nil; 2008 - $Nil) per option to a
  director of the Company, which is being recognized over the vesting periods of
  the options.

During the period ended December 31,
  2010, 100,000 options with a weighted average fair value of $0.75 were granted
  to two former board members, exercisable at any time after the date of the
  agreement.

During the quarter ended March 31,
  2011, 250,000 options, vesting in monthly instalments, were granted to a
  consultant, and 900,000 options, vesting immediately, were granted to another
  consultant. Total stock-based compensation for the 9 month period ended March
  31, 2011 was $1,158,627 (2009 -$Nil). This amount represents the value of vested
  options.

The fair value of stock options has
  been estimated with the following assumptions:

|                               |  | Quarter ended
      March 31,
      2011 |  |  | Year ended
      June 30, 2010 |  |  | Year ended
      June 30, 2009 |  |  | Year ended
      June 30, 2008 | 
|------------------------------ |  | ---------------------------------------- |  |  | ------------------------------ |  |  | ------------------------------ |  |  | ------------------------------ | 
|                               |  |                                          |  |  |                                |  |  |                                |  |  |                                | 
|                               |  |                                          |  |  |                                |  |  |                                |  |  |                                | 
|Dividend yield                 |  | 0.00%                                    |  |  | 0.00%                          |  |  | -                              |  |  | -                              | 
|Expected volatility            |  | 196.43%                                  |  |  | 229%                           |  |  | -                              |  |  | -                              | 
|Risk free interest rate        |  | 2.48%                                    |  |  | 1.93%                          |  |  | -                              |  |  | -                              | 
|Expected life of
      options |  | 3.34
      years                         |  |  | 1.83
      years               |  |  | -                              |  |  | -                              | 

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|MARCH 31, 2011                                
|                                              

|7. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
        FLOWS
|-- | ----------------------------------------------------------

|                           |   | 9 months 
        ended 
        March 31, 
      2011 |  |   | 9 months 
        ended 
        March 31, 
      2010 |  |   | 9 months 
        ended 
        March 31, 
      2009 |  |   | For the 
        period from 
        April 14, 
        2004 
        (inception) to 
        March 31, 
      2011 | 
|-------------------------- | - | ------------------------------------------------------ |  | - | ------------------------------------------------------ |  | - | ------------------------------------------------------ |  | - | -------------------------------------------------------------------------------------------------------------------- | 
|                           |   |                                                        |  |   |                                                        |  |   |                                                        |  |   |                                                                                                                      | 
|Cash paid for interest     | $ | -                                                      |  | $ | -                                                      |  | $ | -                                                      |  | $ | -                                                                                                                    | 
|                           |   |                                                        |  |   |                                                        |  |   |                                                        |  |   |                                                                                                                      | 
|Cash paid for income taxes | $ | -                                                      |  | $ | -                                                      |  | $ | -                                                      |  | $ | -                                                                                                                    | 

Significant non-cash transactions for the 9 month period ended
  March 31, 2011 include the Company:

| | a) | Issuing 112,632 common shares at a value of $112,632 from
        commitment to issue shares to share capital and additional paid in
        capital;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                      
| | b) | Granting 372,000 warrants for a fair value of $372,000 to
        various shareholders as a dividend; and                                            
| |    |                                                                                                                                                      
| | c) | Issuing 161,500 common shares at a value of $161,500 as
        finders fees.                                                                       

|8. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

During the 9 months ended March 31,
  2011 the Company paid or accrued $1,885,314 in research and development costs
  with CIOI, a former significant shareholder, of which $224,471 is included in
  accrued liabilities as at March 31, 2011.

|9. | SUBSEQUENT EVENTS
|-- | -----------------

On May 2, 2011, the Company entered
  into a task order agreement (the Agreement), with SgurrEnergy, Ltd. (Sgurr).
  Under the terms of the Agreement, Sgurr has agreed to provide the Company with
  business advisory services, including but not limited to networking services to
  find directors, officers and potential manufacturing entities to engage the
  Company. In consideration of Sgurrs business advisory services, the Company
  will pay hourly rates ranging from CDN $84.56 to CDN $214.50. The Company has
  agreed to provide a down-payment of CDN $20,000 on execution of the Agreement
  and provide advance deposits of CDN $20,000 each month for the first six months.
  The Company has agreed to reimburse Sgurr for applicable expenses plus 7.5% .
  The Company may cancel the Agreement and cease advance deposits at any time by
  providing notice and paying for any work completed up to the date of the
  cancellation notice.



---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|MARCH 31, 2011                                
|                                              

|9. | SUBSEQUENT EVENTS(contd)
|-- | --------------------------

On May 5, 2011 the Board of Directors
  ratified, confirmed and approved the entry into an investor relations consulting
  agreement (the Investor Relations Consulting Agreement) with John Thornton
  dated for reference March 1, 2011. Mr. Thornton has agreed to provide the
  Company with investor relations consulting services and in consideration of
  which, the Company has agreed to pay Mr. Thornton CDN $3,500 plus HST per month.
  In addition, the Company has agreed to grant 250,000 options exercisable at a
  price of US $1.60 per share subject to vesting up to and including the earlier of 30
  days after the effective date of termination of the Investor Relations
  Consulting Agreement or February 28, 2012 (the Options). The term of the
  Investor Relations Consulting Agreement is for a period of one year. The right
  to exercise the Options will vest as to 20,833 at the beginning of each calendar
  month with the exception that 20,837 will vest on the beginning of the last
  month of the Investor Relations Consulting Agreement.

---

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

Certain statements contained in this Quarterly Report
constitute "forward-looking statements". These statements, identified by words
such as plan, "anticipate," "believe," "estimate," "should," "expect" and
similar expressions, include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under this caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operation" and elsewhere in this Quarterly Report. We intend to discuss in our
Quarterly and Annual Reports any events and circumstances that occurred during
the period to which such document relates that are reasonably likely to cause
actual events or circumstances to differ materially from those disclosed in this
Quarterly Report. We advise you to carefully review the reports and documents we
file from time to time with the United States Securities and Exchange Commission
(the SEC).

OVERVIEW

We were incorporated on April 14, 2004 under the laws of the
State of Nevada. Our principal executive offices are located at 300-1055 West
Hastings Street, Vancouver BC Canada V6E 2E9.

We are currently in the business of developing and marketing
our NGD Technology for the production of solar energy without the need for
expensive silicon based absorber components or other rare earth elements. The
NGD Technology which is covered by three provisional U.S. patents differs from
conventional solar technology as it does not require expensive silicon based
absorber components or rare earth elements. Our researchers at Simon Fraser
University in British Columbia, Canada have developed and built a proof of
concept prototype of a next generation device utilizing the NGD Technology (see
Technology Acquisition and NGDTMTechnology below).

We are a development stage company. We have not earned any
revenue to date nor have we engaged in any licensing agreements to date. We do
not anticipate earning revenue until we have completed the development and
testing of our NGD Technology. We are presently in the development stage of our
business and we can provide no assurance that we will be able to complete
commercial development or successfully sell or license products incorporating
our solar power generation devices, once development and testing is complete. We
have limited operations. We conduct all of our research and development on a
contractual basis with Simon Fraser University. We have relied on the sale of
our securities and loans or capital infusions from our officers and directors to
fund our operations to date.

RECENT CORPORATE DEVELOPMENTS

Since the filing of our Quarterly Report for the fiscal quarter
ended December 31, 2010 with the SEC, we experienced the following significant
corporate developments:

|(1) | On February 25, 2011, we entered into a waiver agreement
      (the Waiver Agreement) with Teatyn Enterprises Inc. (Teatyn), whereby
      Teatyn and the Company mutually agreed to terminate the investor relations
      consulting agreement dated for reference January 15, 2011 (the Investor
      Relations Consulting Agreement) and waive any and all claims arising
      under the Investor Relations Consulting Agreement. In consideration of the
      Waiver Agreement, we agreed to issue to Teatyn 50,000 warrants to purchase
      our common stock at an exercise price of USD $1.90 per share until January
      14, 2012. The warrants were issued pursuant to the provisions of
      Regulation S of the Act as Teatyn represented that it was not a "U.S.
      Person" as defined under Regulation S and not acquiring the shares for the
      account or benefit of a U.S. Person.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | On February 28, 2011, our Board of Directors adopted our
      2011 Stock Incentive Plan (the "2011 Plan"). The purpose of the 2011 Plan
      is to enhance our long-term stockholder value by
offering opportunities to our directors, officers, employees and
      eligible consultants (Participants) to acquire and maintain stock
      ownership in order to give these persons the opportunity to participate in
      our growth and success, and to encourage them to remain in our
  service.                                                                                                                                                                                                                                                                                                                                                                                                           

3

---

|    | The 2011 Plan allows us to grant options to its officers,
      directors and employees. In addition, we may grant options to individuals
      who act as consultants to us, so long as those consultants do not provide
      services connected to the offer or sale of our securities in capital
      raising transactions and do not directly or indirectly promote or maintain
      a market for the our securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | A total of 14,650,000 shares of our common stock are
      available for issuance under the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The Plan provides for the grant of incentive stock
      options and non-qualified stock options. Incentive stock options granted
      under the Plan are those intended to qualify as incentive stock options
      as defined under Section 422 of the Internal Revenue Code. However, in
      order to qualify as incentive stock options under Section 422 of the
      Internal Revenue Code, the Plan must be approved by our stockholders
      within 12 months of its adoption. The Plan has not been approved by our
      stockholders. Non-qualified stock options granted under the Plan are
      option grants that do not qualify as incentive stock options under Section
      422 of the Internal Revenue Code.                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3) | On May 2, 2011, we entered into a task order agreement
      (the Agreement), with SgurrEnergy, Ltd. (Sgurr). Under the terms of
      the Agreement, Sgurr has agreed to provide us with business advisory
      services, including but not limited to networking services to find
      directors, officers and potential manufacturing entities to engage us. In
      consideration of Sgurrs business advisory services, we will pay hourly
      rates ranging from CDN $84.56 to CDN $214.50. We have agreed to provide a
      down- payment of CDN $20,000 on execution of the Agreement and provide
      advance deposits of CDN $20,000 each month for the first six months. We
      have agreed to reimburse Sgurr for applicable expenses plus 7.5%. We may
      cancel the Agreement and cease advance deposits at any time by providing
      notice and paying for any work completed up to the date of the
      cancellation notice.                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4) | On May 5, 2011 our Board of Directors ratified, confirmed
      and approved the entry into an investor relations consulting agreement
      (the Investor Relations Consulting Agreement) with John Thornton dated
      for reference March 1, 2011. Mr. Thornton has agreed to provide us with
      investor relations consulting services and in consideration of which, we
      have agreed to pay Mr. Thornton CDN $3,500 plus HST per month. In
      addition, we have agreed to grant 250,000 options exercisable at a price
      of US $1.60 per share subject to vesting, up to an including the earlier
      of 30 days after the effective date of termination of the Investor
      Relations Consulting Agreement or February 28, 2012 (the Options). The
      term of the Investor Relations Consulting Agreement is for a period of one
      year. The right to exercise the Options will vest as to 20,833 at the
      beginning of each calendar month with the exception that 20,837 will vest
      on the beginning of the last month of the Investor Relations Consulting
      Agreement.

TECHNOLOGY ACQUISITION

We acquired the NGDTMTechnology on December 16,
2009 by an agreement (the Technology Acquisition Agreement) with Canadian
Integrated Optics (IOM) Limited, (CIO). In consideration of the NGD
Technology, we issued 71,500,000 shares of our common stock to CIO (of which CIO
transferred over 99% pursuant to the terms of a takeover bid, under Canadian
Securities Laws) and Desmond Ross, our former director and executive officer,
returned 47,000,000 shares to the treasury. Under the Technology Acquisition
Agreement, we also agreed to pay CIO, or such other parties designated by CIO,
for ongoing development and research costs under CIOs existing research
agreement (the CIO Research Agreement) with Simon Fraser University (SFU).
The initial term of the CIO Research Agreement was until July 30, 2010.

Subsequent to entering into the Technology Acquisition
Agreement, CIO entered into an amendment agreement to the CIO Research
Agreement, whereby SFU agreed to extend the term until December 31, 2010 and in
consideration of which we paid $310,076 CDN. On December 23, 2010, CIO entered
into another amendment agreement dated January 1, 2011, whereby SFU agreed to
further extend the term until July 31, 2011 and in consideration of which we
will pay $476,482 CDN plus expenses, during the term.

4

---

During the nine months ended March 31, 2011 we paid $1,885,314
USD under the CIO Research Agreement.

NGD TECHNOLOGY

Our NGD Technology is a patent pending, technology and proof
of concept prototype for producing solar power without the necessity of
utilizing expensive silicon based absorber components or other rare earth
elements.

Solar cells based on the NGD Technology can reach a regime of
cost and efficiency not obtainable with conventional solar cells. As a result,
we believe our NGD Technology has the potential to enable the manufacture of
solar cells at significantly less cost per Watt than current producers.

Thin Film solar cell technologies have proven inexpensive to
manufacture but are at present only capable of efficiencies in the 10% power
conversion efficient (PCE) range. Crystalline silicon solar cells are in the
15% to 20% PCE range but are very expensive to manufacture due to the cost of
silicon processing. The reason for both these shortfalls is directly linked with
the semiconductors used in the fabrication process.

All currently available solar cell technologies rely on a
photovoltaic effect in which an incoming solar photon knocks loose a negative
charge, leaving behind a positive charge, in a semiconducting material such as
silicon. The positive and negative charges are then collected through separate
conducting layers to be delivered as current to a load. Defects within the
semiconductor layer can affect the power conversion efficiency by reducing the
voltage and the current delivered to the load. Elimination of these defects can
only occur through expensive purification and processing.

The NGD Technologys principle of operation avoids the
detrimental effects of defects within the semiconductor absorber layers by
disposing of it altogether, and thus has the potential to simultaneously satisfy
the requirements of high power conversion efficiencies and low costs. In
addition, by eliminating expensive and exotic materials and manufacturing in a
continuous rather than batch or wafer based process, we believe module costs can
be reduced well below $1 per Watt-peak (Wp), the nominal price
of a solarmodule widely recognized as the standard of solar commercial
enablement.

The market for solar energy has been limited by the costs of
panels and by their low efficiencies. Quantum expects that with its low cost,
high efficiency NGD that the economics of solar power will prove to be superior
to alternatives and that new and unforeseen markets will open for solar
devices.

The solar panel business has been in a high growth phase over
the past years however it is not sustainable since the growth has been
fundamentally based on the availability of tax incentives, subsidies and other
inducements. The economics of unsubsidized solar power are not attractive except
in certain niche applications where choices are limited and the high costs can
be justified.

An average crystalline silicon cell solar module has an
efficiency of 15%, an average thin film cell solar module has an efficiency of
6%. Thin film manufacturing costs potentially are lower, though. Crystalline
silicon cell technology forms about 90% of solar cell demand. The balance comes
from thin film technologies. Approximately 45% of the cost of a silicon cell
solar module is driven by the cost of the silicon wafer, a further 35% is driven
by the materials required to assemble the solar module.

Thin film manufacturer First Solar is reported in some
publications to have approximately $6 billion in contracts between 2010 and
2013. If First Solar were to have the opportunity to accept contracts worth $1
trillion and had the manufacturing capability to fulfill these contracts they
would still be inhibited and negatively governed by material availability.
According to the U.S. Geological Survey, there is enough tellurium available in
global reserves to meet only 0.02 Terawatts (TRW) of energy provision using
existing thin film technology. The same applies to San Jose, California-based
Nanosolars Indium supply. Both companies current material choices (according to
the Andrea Feltrin, Alex Freundlich Report, Photovoltaics and Nanostructures
Laboratories, Center for Advanced Materials and Physics Department, University
of Houston, Texas) limits these companies forever to sub-Gigawatt energy
production (maximum 0.02 TRW per year).

5

---



Current Thin Film companies are coming close to competing
commercially with coal but the materials they use such as tellurium and indium
are very rare and capable of meeting only 0.13% of the worldwide energy demand
even if they accessed the entire worldwide reserves of these materials.

6

---

PLAN OF OPERATION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the nine
month period ended March 31, 2011 and changes in our financial condition from
June 30, 2010. This discussion should be read in conjunction with the
Managements Discussion and Analysis of Financial Condition and Results of
Operation included in our Annual Report on Form 10-K for the year ended June 30,
2010 filed with the SEC on September 13, 2010.

If we can obtain sufficient financing we intend to continue the
final development of our NGD Technology, and identify and engage original
equipment manufacturers (OEMs) interested in licensing our technology. We
anticipate that the licensing agreements will be between us and OEMs with the
expertise and facilities required to mass manufacture solar cells based on our
NGD technology and that the OEMs will distribute the solar cells worldwide
using their existing sales and marketing channels and at their expense. The cost
of manufacture will be solely the responsibility of the OEMs. We expect to
receive revenue on royalties based on the number of cells produced by the OEMs.
This business model should allow us to maximize capital resources available at
startup and through our OEM licensees positively address the demand for high
efficiency solar cell devices. This business model should enable us to increase
revenues and create brand recognition without the time, capital and risk
associated with manufacturing plant construction.

There is no assurance that we will be able to obtain sufficient
financing to proceed with our plan of operation.

RESULTS OF OPERATIONS

|Three and Nine     |   | Three Months Ended |     |  | Percentage |   |  | Nine Months Ended |  |   | Percentage |  
|------------------ | - | ------------------ | --- |  | ---------- | - |  | ----------------- |  | - | ---------- | -
|Months Summary     |   | March 31           |     |  | Increase / |   |  | March 31          |  |   | Increase / |  
|                   |   | 2011               |     |  | 2010       |   |  | (Decrease)        |  |   | 2011       |  
|Revenue            | $ | - $                |     |  | -          |   |  | n/a               |  | $ | -          |  
|Operating Expenses |   | (1,733,005         | )   |  | (512,025   | ) |  | 238.4%            |  |   | (3,850,803 | )
|Net Loss           | $ | (1,733,005         | ) $ |  | (512,025   | ) |  | 238.4%            |  | $ | (3,850,803 | )

For the period from inception on April 14, 2004 to March 31,
2011, we have not earned any operating revenue. We had an accumulated net loss
of $5,498,519 since inception. We incurred total operating expenses of
$5,392,519 since inception.

We have not earned any revenues since inception. We do not
anticipate earning revenues until such time as we complete further development
of, and enter into licensing agreements for our NGD Cell Technology. We are
presently in the development stage of our business and we can provide no
assurance that we will be able to generate revenues from sales of our product or
that the revenues generated will exceed the operating costs of our business.

Operating Expenses

We have incurred operating expenses in the amount of $882,887
for the fiscal quarter ended March 31, 2011. Operating expenses for this period
included the following expenses:

|                           |   |                |  |   | Three Months |  |  |            |    |   | Nine Months |  |   | Nine Months |  |  |            | 
|-------------------------- | - | -------------- |  | - | ------------ |  |  | ---------- | -- | - | ----------- |  | - | ----------- |  |  | ---------- | 
|                           |   | Three Months   |  |   | Ended        |  |  | Percentage |    |   | Ended       |  |   | Ended       |  |  | Percentage | 
|                           |   | Ended          |  |   | March 31,    |  |  | Increase / |    |   | March 31,   |  |   | March 31,   |  |  | Increase / | 
|                           |   | March 31, 2011 |  |   | 2010         |  |  | (Decrease) |    |   | 2011        |  |   | 2010        |  |  | (Decrease) | 
|Amortization of equipment  | $ | 278            |  | $ | -            |  |  | 100%       |    | $ | 834         |  | $ | -           |  |  | 100%       | 
|Amortization of patents    |   | 19,185         |  |   | -            |  |  | 100%       |    |   | 57,556      |  |   | -           |  |  | 100%       | 
|General and administrative |   | 50,073         |  |   | 150,292      |  |  | (66.7      | )% |   | 402,031     |  |   | 150,891     |  |  | 166.4%     | 

7

---

|                         |   | Three Months
      
    Ended March 31, 2011 |  |   | Three Months
      
    Ended March 31, 2010 |  |  | Percentage
    Increase /(Decrease) |  |   | Nine Months
      
    Ended March 31, 2011 |  |   | Nine Months
      
    EndedMarch 31, 2010 |  |  | Percentage
    Increase /(Decrease) | 
|------------------------ | - | -------------------------------------------- |  | - | -------------------------------------------- |  |  | ----------------------------------- |  | - | ------------------------------------------- |  | - | ------------------------------------------ |  |  | ----------------------------------- | 
|Professional fees        |   | 125,230                                      |  |   | 79,288                                       |  |  | 57.9%                               |  |   | 346,442                                     |  |   | 98,300                                     |  |  | 252.4%                              | 
|Research and Development |   | 614,390                                      |  |   | 282,445                                      |  |  | 117.5%                              |  |   | 1,885,314                                   |  |   | 282,445                                    |  |  | 567.5%                              | 
|Stock Based Compensation |   | 923,849                                      |  |   | -                                            |  |  | 100%                                |  |   | 1,158,627                                   |  |   | -                                          |  |  | 100%                                | 
|Total Operating Expenses | $ | 1,733,005                                    |  | $ | 512,025                                      |  |  | 238.5%                              |  | $ | 3,850,803                                   |  | $ | 531,636                                    |  |  | 624.3
      %                       | 

Our operating expenses for the three and nine months ended
March 31, 2011 have increased as a result of increased operations in the
development of our NGDTMTechnology. This has resulted in increased
research and development activities and general and administrative expenses. All
expenses increased from fiscal 2010 to 2011. Professional fees related to
meeting our ongoing reporting requirements with the SEC.

We anticipate our operating expenses will increase as we
undertake our plan of operation. The increase will be attributable to our
development, of our NGD solar cell technology. We also anticipate our ongoing
operating expenses will also increase as a result of our ongoing reporting
requirements under the Exchange Act.

Net Loss

We incurred a loss in the amount of $5,498,519 for the period
from inception to March 31, 2011. Our loss was attributable to the costs of
operating expenses which primarily consisted of research and development costs,
general and administrative expenses and professional fees paid in connection
with preparing and filing our Current, Quarterly and Annual Reports.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital                   |   |                         |   |   |                        |   |  |                     |   
|--------------------------------- | - | ----------------------- | - | - | ---------------------- | - |  | ------------------- | --
|                                  |   |                         |   |   |                        |   |  | Percentage          |   
|                                  |   | At
      March 31, 2011 |   |   | At
      June 30, 2010 |   |  | Increase / Decrease |   
|Current Assets                    | $ | 1,184,355               |   | $ | 86,244                 |   |  | 1273.3%             |   
|Current Liabilities               |   | (260,036                | ) |   | (477,669               | ) |  | (45.6               | )%
|Working Capital Surplus (Deficit) | $ | 924,319                 |   | $ | (391,425               | ) |  | (336.1              | )%

|Cash Flows                                    |   |                      |   |   |                      |  
|--------------------------------------------- | - | -------------------- | - | - | -------------------- | -
|                                              |   | Nine Months Ended    |   |   | Nine Months Ended    |  
|                                              |   | March
      31, 2011 |   |   | March
      31, 2010 |  
|Cash Used in Operating Activities             | $ | (2,635,722           | ) | $ | (49,709              | )
|Cash Provided by Investing Activities         |   | -                    |   |   | -                    |  
|Cash Provided by Financing Activities         |   | 3,713,544            |   |   | 43,713               |  
|Net Increase (Decrease) in Cash During Period | $ | 1,077,822            |   | $ | (5,996               | )

As at March 31, 2011, we had cash of $1,148,052 and a working
capital surplus of $924,319.

The change in our working capital at March 31, 2011 from our
year ended June 30, 2010 is primarily a result of increases in proceeds from the
sale of common stock and from decreases in accounts payable and accrued
liabilities, and our revolving line of credit with CIO. The increase in our cash
used during the period ended on March 31, 2011 from the comparable periods of
the preceding fiscal years is due to increases in operating expenditures.

8

---

Future Financings

As of March 31, 2011, we had cash on hand of $1,148,052. Since
our inception, we have used proceeds from the sales of our common stock to raise
money for our operations and for our technology acquisition. We have not
attained profitable operations and are dependent upon obtaining financing to
pursue our plan of operation. For these reasons, our auditors stated in their
report to our audited financial statements for the year ended June 30, 2010,
that there is substantial doubt that we will be able to continue as a going
concern.

We have no revenues to date from our inception. We anticipate
continuing to rely on equity sales of our common stock in order to continue to
fund our business operations. Issuances of additional shares will result in
dilution to our existing stockholders. We believe that we have obtained
sufficient financing to cover our anticipated expenses over the next four
months. However, there is no assurance that we will achieve any additional sales
of our equity securities or arrange for debt or other financing for to fund our
planned business activities.

Significant Trends, Uncertainties and Challenges

We believe that the significant trends, uncertainties and
challenges that directly or indirectly affect our financial performance and
results of operations include:

- Our ability to achieve module efficiencies and other performance targets
  through our partners, and to obtain necessary or desired certifications for
  our photovoltaic modules based on our technology, in a timely manner;
- Our ability to license the technology to effective manufacturers and/or
  distributers;
- Our ability to achieve projected operational performance and cost metrics;
- Our ability to consummate strategic relationships with key partners,
  including original equipment manufacturer (OEM) customers, system integrators,
  value added resellers and distributors who deal directly with manufacturers
  and end-users.
- Changes in the supply and demand for photovoltaic modules as well as
  fluctuations in selling prices for photovoltaic modules worldwide;
- Our ability to raise additional capital on terms favorable to us;
- Our future strategic partners expansion of their manufacturing facilities,
  operations and personnel; and
- Our ability and the ability of our distributors, suppliers and customers to
  manage operations and orders during financial crisis and financial downturn.

Contractual Obligations

Contractual Obligations
    Payments Due By PeriodTotal
    Less than 1 Year
    1-3 Years
    3-5 Years
    More Than 5 YearsCIO Research Agreement
    $476,482 CDN
    $476,482 CDN
    -
    -
    -


OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.

9

---

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to
our audited financial statements included in our Annual Report for the year
ended June 30, 2010.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Foreign Currency Exchange Risk

The Company is actively engaged in research and development
activities internationally and is exposed to foreign currency risk. We currently
conduct significant research and development operations on a contractual basis
at Simon Fraser University in British Columbia, Canada.

We do not hold any derivative instruments and do not engage in
any hedging activities. Because most of our purchases and sales will made in
Canadian dollars, any exchange rate change affecting the value of the in
Canadian dollar relative to the U.S. dollar could have an effect on our
financial results as reported in U.S. dollars. If the Canadian dollar were to
depreciate against the U.S. dollar, amounts reported in U.S. dollars would be
correspondingly reduced. If the in Canadian dollar were to appreciate against
the U.S. dollar, amounts reported in U.S. dollars would be correspondingly
increased.

Although our reporting currency is the U.S. dollar, we may
conduct business and incur costs in the local currencies of other countries in
which we may operate, make sales and buy materials. As a result, we are subject
to currency translation risk. Further, changes in exchange rates between foreign
currencies and the U.S. dollar could affect our future net sales and cost of
sales and could result in exchange losses.

We cannot accurately predict future exchange rates or the
overall impact of future exchange rate fluctuations on our business, results of
operations and financial condition.

Interest Rate Risk

Our exposure to market risks for changes in interest rates
relates primarily to our cash equivalents. This can also have an effect on the
ability of manufacturers and consumers to obtain sufficient financing to
license, manufacture, distribute or purchase a device using our technology.

Commodity and Component Risk

Failure to receive timely delivery of production tools by our
future licensees equipment suppliers could delay manufacturing capacity and
materially and adversely affect our results of operations and financial
condition in future periods. The failure of any suppliers to perform could
disrupt our future licensees supply chain and impair our operations.

If delivery of production tools or raw materials are not made
on schedule or at all, then our licensees might be unable to carry out our
commercialization and manufacturing plans, produce photovoltaic modules in the
volumes and at the times that we expect or generate sufficient revenue from
operations, and our business, results of operations and financial condition
could be materially and adversely affected.

Credit Risk

We currently do not hold financial instruments that subject us
to credit risk. Our receivables are all in the form of security deposits and
travel advances to employees and so expose us to minimal risk.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

10

---

We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of March 31, 2011 (the Evaluation Date). This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses in internal control over financial
reporting discussed in our Annual Report on Form 10-K for the fiscal year ended
June 30, 2010.

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in this report, we believe that our financial statements contained in
our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011
fairly present our financial condition, results of operations and cash flows in
all material respects.

Changes in internal control over financial reporting

There were no changes in our internal control over financial
reporting that occurred during the fiscal quarter months ended March 31, 2011
that have materially affected, or that are reasonably likely to materially
affect, our internal control over financial reporting.

11

---

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

If photovoltaic technology is not suitable for widespread
adoption, or if sufficient demand for solar modules does not develop or takes
longer to develop than we anticipate, we may never earn revenues or become
profitable.

The solar energy market is at a relatively early stage of
development and the extent to which solar modules will be widely adopted is
uncertain. If photovoltaic technology proves unsuitable for widespread adoption
or if demand for solar modules fails to develop sufficiently, we may be unable
to grow our business or generate sufficient net sales to sustain profitability.
In addition, demand for solar modules in our targeted may not develop or may
develop to a lesser extent than we anticipate. Many factors may affect the
viability of widespread adoption of photovoltaic technology and demand for solar
modules, including the following:

|1. | cost-effectiveness of the electricity generated by
      photovoltaic power systems compared to conventional energy sources and
      products, including conventional energy sources, such as natural gas, and
      other non-solar renewable energy sources, such as wind;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                              
|2. | availability and substance of government subsidies,
      incentives and renewable portfolio standards to support the development of
      the solar energy industry;                                                                                                        
|   |                                                                                                                                                                                                                                                                              
|3. | performance and reliability of photovoltaic systems
      compared to conventional and other non-solar renewable energy sources and
      products;                                                                                                                          
|   |                                                                                                                                                                                                                                                                              
|4. | success of other renewable energy generation
      technologies, such as hydroelectric, tidal, wind, geothermal, solar
      thermal, concentrated photovoltaic, and biomass;                                                                                                
|   |                                                                                                                                                                                                                                                                              
|5. | fluctuations in economic and market conditions that
      affect the price of, and demand for, conventional and non-solar renewable
      energy sources, such as increases or decreases in the price of oil,
      natural gas and other fossil fuels; and                  
|   |                                                                                                                                                                                                                                                                              
|6. | fluctuations in capital expenditures by end-users of
      solar modules, which tend to decrease when the economy slows and interest
      rates increase.                                                                                                                   

An increase in interest rates or lending rates or tightening
of the supply of capital in the global financial markets (including a reduction
in total tax equity availability) could make it difficult for end-users to
finance the cost of a photovoltaic system and could reduce the demand for solar
modules utilizing our NGD Technology and/or lead to a reduction in the average
selling price for photovoltaic modules.

Many of potential solar technology customers will depend on
debt financing to fund the initial capital expenditure required to develop,
build and purchase a photovoltaic system. As a result, an increase in interest
rates or lending rates could make it difficult for our potential customers to
secure the financing necessary to develop, build, purchase or install a
photovoltaic system on favorable terms, or at all, and thus lower demand for our
solar modules which could limit our growth or reduce our net sales. Due to the
overall economic outlook, our end-users may change their decision or change the
timing of their decision to develop, build, purchase or install a photovoltaic
system. In addition, we believe that a significant percentage of our end-users
install photovoltaic systems as an investment, funding the initial capital
expenditure through a combination of equity and debt. An increase in interest
rates and/or lending rates could lower an investors return on investment in a
photovoltaic system, increase equity return requirements or make alternative
investments more attractive relative to photovoltaic systems, and, in each case,
could cause these end-users to seek alternative investments. A reduction in the
supply of project debt financing or tax equity investments could reduce the
number of solar projects that receive financing and thus lower demand for solar
modules.

Existing regulations and policies and changes to these
regulations and policies may present technical, regulatory and economic barriers
to the purchase and use of photovoltaic products, which may significantly reduce
demand for our solar modules.

12

---

The market for electricity generation products is heavily
influenced by foreign, federal, state and local government regulations and
policies concerning the electric utility industry, as well as policies
promulgated by electric utilities. These regulations and policies often relate
to electricity pricing and technical interconnection of customer-owned
electricity generation. In the United States and in a number of other countries,
these regulations and policies have been modified in the past and may be
modified again in the future. These regulations and policies could deter
end-user purchases of photovoltaic products and investment in the research and
development of photovoltaic technology. For example, without a mandated
regulatory exception for photovoltaic systems, utility customers are often
charged interconnection or standby fees for putting distributed power generation
on the electric utility grid. If these interconnection standby fees were
applicable to photovoltaic systems, it is likely that they would increase the
cost to our end-users of using photovoltaic systems which could make them less
desirable, thereby harming our business, prospects, results of operations and
financial condition. In addition, electricity generated by photovoltaic systems
mostly competes with expensive peak hour electricity, rather than the less
expensive average price of electricity. Modifications to the peak hour pricing
policies of utilities, such as to a flat rate for all times of the day, would
require photovoltaic systems to achieve lower prices in order to compete with
the price of electricity from other sources.

We anticipate that solar modules utilizing our technology and
their installation will be subject to oversight and regulation in accordance
with national and local ordinances relating to building codes, safety,
environmental protection, utility interconnection and metering and related
matters. It is difficult to track the requirements of individual states and
design equipment to comply with the varying standards. Any new government
regulations or utility policies pertaining to our solar modules may result in
significant additional expenses to us, our resellers and their customers and, as
a result, could cause a significant reduction in demand for our solar
modules.

We face intense competition from manufacturers of
crystalline silicon solar modules, thin film solar modules and solar thermal and
concentrated photovoltaic systems; if global supply exceeds global demand, it
could lead to a reduction in the average selling price for photovoltaic
modules.

The solar energy and renewable energy industries are both
highly competitive and continually evolving as participants strive to
distinguish themselves within their markets and compete with the larger electric
power industry. Within the global photovoltaic industry, we face competition
from crystalline silicon solar module manufacturers, other thin film solar
module manufacturers and companies developing solar thermal and concentrated
photovoltaic technologies.

Even if demand for solar modules continues to grow, the rapid
expansion plans of many solar cell and module manufacturers could create periods
where supply exceeds demand.

During any such period, our competitors could decide to reduce
their sales price in response to competition, even below their manufacturing
cost, in order to generate sales. As a result our partners may be unable to sell
solar modules based on our technology at attractive prices, or for a profit,
during any period of excess supply of solar modules, which would reduce our net
sales and adversely affect our results of operations. Also, we may decide to
lower our average selling price to certain customers in certain markets in
response to competition.

Our failure to further refine our technology and develop and
introduce improved photovoltaic products could render solar modules based on our
technology uncompetitive or obsolete and reduce our net sales and market
share.

We will need to invest significant financial resources in
research and development to continue to improve our module conversion efficiency
and to otherwise keep pace with technological advances in the solar energy
industry. However, research and development activities are inherently uncertain
and we could encounter practical difficulties in commercializing our research
results. We seek to continuously improve our products and processes, and the
resulting changes carry potential risks in the form of delays, additional costs
or other unintended contingencies. In addition, our significant expenditures on
research and development may not produce corresponding benefits. In addition,
other companies could potentially develop a highly reliable renewable energy
system that mitigates the intermittent power production drawback of many
renewable energy systems, or offers other value-added improvements from the
perspective of utilities and other system owners, in which case such companies could compete with us even
if the levelized cost of electricity associated with such new system is higher
than that of our systems. Our solar modules may be rendered obsolete by the
technological advances of our competitors, which could reduce our net sales and
market share.

13

---

Our failure to protect our intellectual property rights may
undermine our competitive position and litigation to protect our intellectual
property rights or defend against third-party allegations of infringement may be
costly.

Protection of our proprietary processes, methods and other
technology is critical to our business. Failure to protect and monitor the use
of our existing intellectual property rights could result in the loss of
valuable technologies. We rely primarily on patents, trademarks, trade secrets,
copyrights and contractual restrictions to protect our intellectual property.
Our existing provisional patents and future patents could be challenged,
invalidated, circumvented or rendered unenforceable. Our pending patent
applications may not result in issued patents, or if patents are issued to us,
such patents may not be sufficient to provide meaningful protection against
competitors or against competitive technologies.

We also rely upon unpatented proprietary manufacturing
expertise, continuing technological innovation and other trade secrets to
develop and maintain our competitive position. While we generally enter into
confidentiality agreements with our associates and third parties to protect our
intellectual property, such confidentiality agreements are limited in duration
and could be breached and may not provide meaningful protection for our trade
secrets or proprietary manufacturing expertise. Adequate remedies may not be
available in the event of unauthorized use or disclosure of our trade secrets
and manufacturing expertise. In addition, others may obtain knowledge of our
trade secrets through independent development or legal means. The failure of our
patents or confidentiality agreements to protect our processes, equipment,
technology, trade secrets and proprietary manufacturing expertise, methods and
compounds could have a material adverse effect on our business. In addition,
effective patent, trademark, copyright and trade secret protection may be
unavailable or limited in some foreign countries, especially any developing
countries into which we may expand our operations. In some countries we have not
applied for patent, trademark or copyright protection.

Third parties may infringe or misappropriate our proprietary
technologies or other intellectual property rights, which could have a material
adverse effect on our business, financial condition and operating results.
Policing unauthorized use of proprietary technology can be difficult and
expensive. Also, litigation may be necessary to enforce our intellectual
property rights, protect our trade secrets or determine the validity and scope
of the proprietary rights of others. We cannot assure you that the outcome of
such potential litigation will be in our favor. Such litigation may be costly
and may divert management attention and other resources away from our business.
An adverse determination in any such litigation may impair our intellectual
property rights and may harm our business, prospects and reputation. In
addition, we have no insurance coverage against litigation costs and would have
to bear all costs arising from such litigation to the extent we are unable to
recover them from other parties.

We have yet to attain profitable operations and we will need
additional financing to fund continued development of solar energy
products.

We have incurred a net loss of $5,498,519 for the period from
inception to March 31, 2011, and have earned no revenues to date. We expect to
spend additional capital in order produce and market solar energy products which
we are licensed to do, and establish our infrastructure and organization to
support anticipated operations. We cannot be certain whether we will ever earn a
significant amount of revenues or profit, or, if we do, that we will be able to
continue earning such revenues or profit. Also, any economic weakness may limit
our ability to continue development and ultimately market our products and
services. Any of these factors could cause our stock price to decline and result
in investors losing a portion or all of their investment. These factors raise
substantial doubt that we will be able to continue as a going concern. We have
cash in the amount of $1,148,052 as at March 31, 2011.

We believe that we have obtained sufficient financing to fund
our anticipated expenditures for the next four months. However, business
activities beyond the next four months will require additional funding in the
event that our cash on hand is insufficient for any additional work proposed. We
currently do not have sufficient arrangements for future financing and we may
not be able to obtain financing when required.

14

---

Our financial statements included with this Quarterly Report
have been prepared assuming that we will continue as a going concern. If we are
not able to earn revenues, then we may not be able to continue as a going
concern and our financial condition and business prospects will be adversely
affected. These factors raise substantial doubt that we will be able to continue
as a going concern and adversely affect our ability to obtain additional
financing.

Our short operating history makes our business difficult to
evaluate, accordingly, we have a limited operating history upon which to base an
evaluation of our business and prospects.

Our business is in the early stage of development and we have
not generated any revenues or profit to date. We commenced our operations in
April, 2004. Because of our limited operating history, investors may not have
adequate information on which they can base an evaluation of our business and
prospects. To date, we have done the following:

|1. | Completed organizational activities;                
|-- | ----------------------------------------------------
|2. | Developed a business plan;                          
|3. | Obtained interim funding;                           
|4. | Engaged consultants for professional services;
  and
|5. | Acquired NGD Technology.                           

In order to establish ourselves as a technology supplier, we
are dependent upon continued funding and the successful development of the NGD
Technology and products. Failure to obtain funding for continued development and
marketing would result in us having difficulty establishing licensing agreements
for our technology or achieving profitability. Investors should be aware of the
increased risks, uncertainties, difficulties and expenses we face as a
development stage company and our business may fail and investors may lose their
entire investment.

We have a limited operating history upon which to base an
evaluation of our business and prospects. Our business and prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as renewable energy. These
risks include the initial completion of a developed product, the demand for the
companys product, the companys ability to adapt to rapid technological change,
the level of product and price competition, the companys success in setting up
and expanding distribution channels and whether the company can develop and
market new products and control costs.

To address these risks, we must successfully implement our
business plan and marketing strategies. We may not successfully implement all or
any of our business strategies or successfully address the risks and
uncertainties that we encounter. We have no history of earning revenues and
there is no assurance that we will be able to generate revenues from sales or
that the revenues generated will exceed the operating costs of our business.

Operating results are difficult to predict, with the result
that we may not achieve profitability and our business may fail.

Our future financial results are uncertain due to a number of
factors, many of which are outside our control. These factors include:

|1. | Our ability to successfully license our technology to
      OEMs and the ability of licensees to attract customers;
|-- | --------------------------------------------------------------------------------------------------------------------
|2. | Our ability to generate revenue through the licensing of
      the NGD Technology;                                 
|3. | The amount and timing of costs relating to expansion of
      our operations;                                       
|4. | The announcement or introduction of competing
      distributors and products of competitors; and                   
|5. | General economic conditions and economic conditions
      specific to the solar power generation.                   

We believe that we can compete favorably on these factors.
However, we will have no control over how successful our competitors are in
addressing these factors. These factors could negatively impact on our financial
results, with the result that we may not achieve profitability and our business
may fail.

15

---

We will require additional financing and may not be able to
continue operations if additional financing is not obtained.

As of March 31, 2011, we had cash in the amount of $1,148,052.
Under the Foreign Private Placement we have obtained sufficient financing to
fund our anticipated business activities over the next four months. Our total
expenditures over the next four months are anticipated to be approximately
$1,100,000 the majority of which is due to the development and marketing of our
products and general, legal, accounting and administrative expenses associated
with our reporting obligations under the Exchange Act. Depending on the success
of our initial marketing efforts, we estimate that we will require further
funding to implement an advertising campaign to establish and enhance awareness
of our products.

The accompanying financial statements have been prepared
assuming that we will continue as a going concern. As discussed in Note 1 of our
June 30, 2010 year end audited financial statements, we are in the development
stage of operations, have had losses from operations since inception, and have
insufficient working capital available to meet ongoing financial obligations
over the next fiscal year. After the fiscal year end, we will require additional
financing for any operational expenses and to pursue our plan of operation. We
will require additional capital and financing in order to continue otherwise our
business will fail. We have no agreements for additional financing and there can
be no assurance that additional funding will be available to us on acceptable
terms in order to enable us to complete our plan of operation.

We will depend on recruiting and retaining qualified
personnel and the inability to do so would seriously harm our business.

Our success is dependent in part on the services of certain key
management personnel, including Daryl J. Ehrmantraut, our Chief Executive
Officer and President, Graham R. Hughes, our Chief Financial Officer, Secretary
and Treasurer, and Dr. Andras Pattantyus-Abraham, our Chief Technology Officer.
We have an employment agreement with Mr. Ehrmantraut. We do not have employment
agreements with Mr. Hughes or Dr. Pattantyus-Abraham. We do not have any
employment agreements with any third parties providing services to us. The
experience of these individuals is an important factor contributing to our
success and growth and the loss of one or more of these individuals could have a
material adverse effect on our company. Our future success also depends on our
attracting, retaining and motivating highly skilled personnel and we may be
unable to retain our key personnel or attract, assimilate or retain other highly
qualified personnel in the future.

We may become liable for defects or patent disputes that
arise and this could negatively affect our business.

We may become liable for any defects that exist in the NGD
Technology, or any patent disputes. If we are deemed to be liable for any
defects or licensing issues, this will have a material adverse impact on our
financial condition and results of operation.

Because we are significantly smaller and less established we
may lack the financial resources necessary to compete effectively and sustain
profitability.

Our future success depends on our ability to compete
effectively with other distributors of other solar technology. Many of these
competitors are more established, offer more products, services and features,
have a greater number of clients, locations, and employees, and also have
significantly greater financial, technical, marketing, public relations, name
recognition, and other resources than we have. While our objective is to
continue to develop our technology, if we do not compete effectively with
current and future competitors, we may not generate enough revenue to be
profitable. Any of these factors could cause our stock price to decline and
result in investors losing a portion or all of their investment. Increased
competition may result in increased operating costs and the inability to
generate revenues, any one of which could materially adversely affect our
business, results of operations and financial condition. Many of our current and
potential competitors have significantly greater financial, marketing, customer
support, technical and other resources than us. As a result, such competitors
may be able to attract potential customers away from us, and they may be able to
devote greater resources to the development and promotion of their products than
we can.

16

---

We do not intend to pay dividends in the near
future.

We have not declared any dividends and we do not plan to
declare any dividends in the foreseeable future. Our board of directors
determines whether to pay dividends on our issued and outstanding shares. The
declaration of dividends will depend upon our future earnings, our capital
requirements, our financial condition and other relevant factors. The Nevada
Revised Statutes, however, do prohibit us from declaring dividends where, after
giving effect to the distribution of the dividend:

|1. | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                             
|2. | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      stockholders who have preferential rights superior to those receiving the
      distribution.

Our board does not intend to declare any dividends on our
shares for the foreseeable future.

Our business is exposed to foreign currency fluctuations
causing negative changes in exchange rates to result in greater costs.

A portion of our expenses and capital spending will be
transacted in Canadian dollars. We do not have a foreign currency hedging
program in place. Due to the unpredictable behavior of foreign currency exchange
rate fluctuations we cannot assure that this will not have a material adverse
impact on our financial condition and results of operation.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the quotation price of our common
stock is less than $5.00 per share, the common stock will be subject to Rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
|   |                                                                                                                                                                                                                                          
|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
|   |                                                                                                                                                                                                                                          
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that, prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock.

17

---

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.

On February 8, 2011, we issued an aggregate of 10,000 shares of
our common stock at a price of $1.00 per share to individuals who submitted
completed subscription agreements before our foreign private placement offering
closed, but did not receive their shares. The shares were issued pursuant to the
provisions of Regulation S of the Act to persons who represented that they were
not "U.S. Persons" as defined under Regulation S and not acquiring the shares
for the account or benefit of a U.S. Person.

During the three months ended March 31, 2011, we issued an
aggregate of 161,500 shares of our common stock, accepted as compensation by
finders who provided personal introductions to the Company for the purposes of
completing our foreign private placement offering. The shares were issued
pursuant to the provisions of Regulation S of the Act to persons who represented
that they were not "U.S. Persons" as defined under Regulation S and not
acquiring the shares for the account or benefit of a U.S. Person.

On March 31 2011, as part consideration for services rendered
in accordance with the terms of a business consulting agreement between Caisey
Harlingten and us dated April 19, 2010, we issued 30,000 shares of our common
stock to Mr. Harlingten. The Shares were issued to Mr. Harlingten pursuant to
Regulation S under the Act. Mr. Harlingten represented that he is not a U.S.
Person as defined under Regulation S and not acquiring the shares for the
account or benefit of a U.S. Person.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5. OTHER INFORMATION.

On May 5, 2011 our Board of Directors ratified, confirmed and
approved the entry into an investor relations consulting agreement (the
Investor Relations Consulting Agreement) with John Thornton dated for
reference March 1, 2011. Mr. Thornton has agreed to provide us with investor
relations consulting services and in consideration of which, we have agreed to
pay Mr. Thornton CDN $3,500 plus HST per month. In addition, we have agreed to
grant 250,000 options exercisable at a price of US $1.60 per share subject to
vesting, up to an including the earlier of 30 days after the effective date of
termination of the Investor Relations Consulting Agreement or February 28, 2012
(the Options). The term of the Investor Relations Consulting Agreement is for
a period of one year. The right to exercise the Options will vest as to 20,833
at the beginning of each calendar month with the exception that 20,837 will vest
on the beginning of the last month of the Investor Relations Consulting
Agreement.

18

---

ITEM 6. EXHIBITS.

The following exhibits are either provided with this Quarterly
Report or are incorporated herein by reference.

|Exhibit |                                                                                                                                                                            
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                    
|3.1     | Articles of
      Incorporation.(1)                                                                                                                                        
|3.2     | Certificate of Change Pursuant to NRS 78.209
      increasing the issued and authorized capital of common stock to
      350,000,000 shares, par value $0.001 per share.(3)
|3.3     | Certificate of Change Pursuant
      to NRS 78.209 increasing the issued and authorized capital of common stock
      to 400,000,000 shares, par value $0.001 per share.(3)
|3.4     | Certificate of Amendment to Articles of
      Incorporation.(3)                                                                                                            
|3.5     | Certificate of Amendment to
      Articles of Incorporation.(3)                                                                                                            
|3.6     | Bylaws, as amended.(1)                                                                                                                                                     
|10.1    | Technology Acquisition
      Agreement between Quantum and Canadian Integrated Optics (IOM) Ltd. dated
      December 16, 2009.(3)                                         
|10.2    | CEO Employment Agreement between Quantum and
      Daryl J. Ehrmantraut dated January 1, 2010.(4)                                                                          
|10.3    | Investor relations Consulting
      Services Contract between Quantum and Green Street Capital Partners, LLC
      dated January 6, 2010. (2)                              
|10.4    | Office Space Lease Agreement between Quantum
      and Santa Fe Business Incubator, Inc. dated January 19, 2010.
      (2)                                                 
|10.5    | Revolving Line of Credit
      Agreement between Quantum and Canadian Integrated Optics (IOM) Ltd. dated
      February 20, 2010.(3)                                       
|10.6    | Consulting Agreement between Quantum and Caisey
      Harlingten dated April 19, 2010. (4)                                                                                 
|10.7    | Office Space Lease Agreement
      between Quantum and Santa Fe Business Incubator, Inc. dated July 27, 2010.
      (4)                                                    
|10.8    | Office Space Lease Agreement between Quantum
      and Guinness Business Center Ltd. dated June 21, 2010 and Addendum dated
      August 17, 2010. (4)                     
|10.9    | Finders Fee Agreement between
      Quantum and 1536476 Alberta Ltd. dated for reference August 30, 2010.
      (4)                                                       
|10.10   | Investor Relations Consulting Agreement between
      Quantum and Teatyn Enterprises Inc. dated for reference January 15,
      2011.(5)                                   
|10.11   | 2011 Stock Incentive
      Plan.(6)                                                                                                                                        
|10.12   | Task Order Agreement between Quantum and
      SgurrEnergy Ltd. dated April 28, 2011.(7)                                                                                   
|10.13   | Investor Relations Consulting
      Agreement between Quantum and John Thornton. dated for reference March 1,
      2011                                                   
|14.1    | Code of Ethics.(3)                                                                                                                                                         
|31.1    | Certification of Principal
      Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.                                                        
|31.2    | Certification of Principal Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                              
|32.1    | Certification of Principal
      Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.         
|32.2    | Certification of Principal Financial Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.         
|99.1    | Audit Committee
      Charter.(3)                                                                                                                                          

|(1) | Previously filed as an exhibit to our Registration
      Statement on Form S-1 originally filed with the SEC on September 21,
      2004.                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previously filed as an exhibit to our Quarterly Report on
      Form 10-Q for the period ended December 31, 2009 filed with the SEC on
      February 17, 2010.

19

---

|(3) | Previously filed as an exhibit to our Quarterly Report of
      Form 10-Q for the period ended March 31, 2010 filed with the SEC on May
      17, 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Previously filed as an exhibit to our Annual Report on
      Form 10-K for the year ended June 30, 2010 filed with the SEC on September
      13, 2010.
|(5) | Previously filed as an exhibit to our Current Report on
      Form 8-K filed with the SEC on February 3, 2011.                                         
|(6) | Previously filed as an exhibit to our Current Report on
      Form 8-K filed with the SEC on March 4, 2011.                                            
|(7) | Previously filed as an exhibit to our Current Report on
      Form 8-K filed with the SEC on May 3, 2011.                                              

20

---

SIGNATURES

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

|       |                    |  |     | QUANTUM SOLAR POWER CORP.                             
|------ | ------------------ |  | --- | ------------------------------------------------------
|       |                    |  |     |                                                       
|       |                    |  |     |                                                       
|       |                    |  |     |                                                       
|Dated: | May
      10, 2011 |  | By: | /s/
      Daryl J. Ehrmantraut                        
|       |                    |  |     | DARYL J. EHRMANTRAUT                                  
|       |                    |  |     | Chief Executive Officer and President                 
|       |                    |  |     | (Principal Executive Officer)                         
|       |                    |  |     |                                                       
|       |                    |  |     |                                                       
|       |                    |  |     |                                                       
|       |                    |  |     |                                                       
|Dated: | May
      10, 2011 |  | By: | /s/
      Graham R. Hughes                            
|       |                    |  |     | GRAHAM R. HUGHES                                      
|       |                    |  |     | Chief Financial Officer, Secretary and
      Treasurer
|       |                    |  |     | (Principal Accounting Officer)                        

---