UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ~~FORM~~

Form 10-K ~~[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, ~~2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13~~ 2022

OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________~~

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

Commission file ~~number: 333-118138~~ number 333-225892

Quantum Energy Inc. ~~------------------------------------------------------ (Exact~~

(Exact name of registrant as specified in its charter) Nevada 98-0428608 ------------------------ ------------------------ (State of incorporation) (I.R.S. Employer ID No.) 7250 N.W. Expressway, Oklahoma City, OK 73132 --------------------------------------------------------- (Address of principal executive offices)(Zip Code) Issuer's

Nevada	98-0428608
(State or other jurisdiction of	(IRS employer
incorporation or organization)	identification no.)

3825 Rockbottom
North Las Vegas, NV	89030
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: ~~(405) 728-3800~~

702-323-6455

Securities registered pursuant to Section 12(b) of the Act: ~~None~~

Title of Each Class

Trading Symbol

Name of Each Exchange

on Which Registered

Common stock, $0.001 Par Value

QEGY

OTC.PK

Securities registered pursuant to Section 12(g) of the Act: ~~Common Stock~~

None

Indicate by check mark if the ~~registrant~~Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~[ ]~~ Yes ~~[X]~~☐ No ☑

Indicate by check mark if the ~~registrant~~Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~[ ]~~ Yes ~~[X]~~☐ No ☑

Indicate by ~~checkmark~~check mark whether the ~~issuer~~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 ~~past~~preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~☐ No ~~[ ]~~ ☑

Indicate by ~~checkmark~~check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☐ No ☑

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of ~~registrant's~~Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[X]~~ ☐

Indicate by ~~checkmark~~check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," ~~and~~ "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~[ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]~~

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐
Smaller reporting company	☒	Emerging growth company	☒

If an emerging growth company, ~~(Do~~indicate by check mark if the registrant has elected not ~~check if a smaller reporting company)~~ to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting form that prepared or issued its audit report. Yes ☒ No ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes ~~[X]~~☐ No ~~[ ] State the~~☑

The aggregate market value of the common voting ~~and non-voting common equity~~stock held by non-affiliates ~~computed by reference to~~of the ~~price at which the common equity was last sold, or the average bid and asked price of such common equity,~~Registrant as of the last business day of the ~~registrant's~~Registrant’s most recently completed ~~second~~third fiscal ~~quarter:~~ quarter, was $1,260,969.

As of ~~June 9, 2010 (the last business day~~February 28, 2022 there were 48,491,485 Shares of issuer’s common stock, $0.001 par value, issued and outstanding.

TABLE OF CONTENTS

		Page
Glossary of Key Terms		3
Part I
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	24
Item 9A.	Controls and Procedures	24
Item 9B.	Other Information	24
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	25
Item 11.	Executive Compensation	27
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	29
Item 14.	Principal Accountant Fees and Services	30
Part IV
Item 15.	Exhibits and Financial Statement Schedules	31

Except for historical information, this Annual Report contains forward-looking statements within the meaning of the ~~registrant's most recently completed second quarter)~~federal securities laws. Such forward-looking statements are based on management’s current expectations, assumptions, and beliefs concerning future developments and their potential effect on our business and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition, and stock price. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will,” “would”, “if, “shall”, “might”, “will likely result, “projects��, “goal”, “objective”, or “continues”, or the ~~aggregate market value~~negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. Additionally, statements concerning future matters such as our business strategy, development of new products, sales levels, expense levels, cash flows, future commercial and financing matters, future partnering opportunities and other statements regarding matters that are not historical are forward-looking statements.

Although the forward-looking statements in this Annual Report reflect our good faith judgment, based on currently available information, they involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we intend to operate in one or more very competitive and rapidly changing industry. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the ~~voting~~forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Annual Report to conform these statements to actual results or to changes in our expectations. You should, however, review the factors and ~~non-voting~~risks we describe in the reports we will file from time to time with the SEC after the date we file this Annual Report. Readers are urged to carefully review and consider the various disclosures made in this Annual Report.

This Annual Report may contain additional trade names, trademarks, and service marks of others, which are the property of their respective owners. Except as otherwise disclosed herein, we do not intend our use or display other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

The terms “we,” “our,” “us”, “Quantum Energy” and the “Company” refer to Quantum Energy Inc. and its subsidiaries, unless the context suggests otherwise.

We, Quantum Energy Inc., are a Nevada corporation. We were originally incorporated as Boomers Cultural Development, Inc. (“Boomers”) on February 5, 2004, in the State of Nevada to be a service-oriented firm that would integrate the cultural interests of baby boomers with destination learning, by packaging onsite personal growth, education, and entertainment seminars with a variety of vacation destinations. On May 18, 2006, our name was changed to Quantum Energy, Inc. and our business focus was changed to concentrate on the energy industry and, in particular, refining, as well as the oil and gas portions of the energy industry. We currently have two 100% owned subsidiaries: Dominion Energy Processing Group, Inc. (“DEPG”), a Canadian Federal business corporation, which is our 100% owned Canadian subsidiary and FTPM Resources, Inc., a Texas corporation.

During the period from October 2017 to April 2019, among other things: we reviewed all of the outstanding agreements and transactions that we had entered into between August 2013 and November 2017 and we began to renegotiate, rescind or settle all of those agreements that had proven not to be in our best interest or in the best interest of our stockholders. In this regard, the shares of our common stock that had been issued in connection with such cancelled transactions were returned to us and shares of our Series B Preferred Stock that had been issued were returned and cancelled.

From December 2016 to about September 2020, we have pursued energy and refining opportunities, including alternative energy opportunities, as well as, the substantial financing needed by such energy opportunities as follows:

On April 15, 2018, we entered into a (conditional) binding letter of intent (the “IEC LOI”) with Inductance Energy Corporation Energy Corporation, a Wyoming corporation (“IEC”), which purports to have developed an alternative source of energy through the invention and development of magnetic “earth engines”. Pursuant to the IEC LOI , if all of the ~~registrant held~~conditions contained in the IEC LOI are satisfied, (a) we would merge with a newly formed subsidiary of IEC with us being the surviving company, (b) we would issue to IEC such number of new shares of our Common Stock as shall represent 60% of our then issued and outstanding shares of Common Stock, and (c) IEC would provide to us, as the surviving company, up to $50,000,000(USD). The LOI ultimately expired without being implemented.

On April 2, 2019, we and our wholly owned subsidiary FTPM Resources, Inc. entered into non-binding Letter of Intent with Easy Energy systems Inc. (“EESI”) to form a joint venture the purpose of developing and marketing of clear glucose using EESI’s patented Modular Energy Production System technology (“MEPS®”). EESI’s Modular Energy Production Systems are small-scale modular biorefineries for the production of alternative liquid biofuels and other products from various feedstocks. MEPS® modules are fully automated, self-contained shipping container sized modules (the “Modules”) that contain a specific scientific process to process energy based on the particular targeted Feedstock. The Modules are factory-built and can be connected together in a matter of weeks to convert different forms of Feedstock into different forms of renewable energy and other high value products. The Modules can be shipped to remote villages and cities all over the world. That joint venture was to have been owned 33% by ~~non-affiliates~~FTPM and 67% by EESI.

On June 28, 2019, we and EESI modified that proposed joint venture transaction and we entered into a Binding Letter of Intent (the June 28, 2019 Binding Letter of Intent”) with EESI to form a joint venture (hereinafter referred to as “JV-1”) for the purpose of creating and funding multiple operating joint venture limited liability companies (each an “Operating JV”) each of which to be focused on a different vertical market feedstock utilizing the MEPS® technology to create energy. Each Operating JV is expected to be assigned exclusive distribution rights based on a territory and/or specified Feedstock, and each of which will be financed by the funding source of that Operating JV. Each Operating JV would be owned 50% by that funding source for the particular LLC and the remaining 50% by JV-1 (which will be split equally between us and EESI). That joint venture was ultimately terminated.

At the beginning of March 2020, we again enter discussions with Inductance Energy Corporation (“IEC”), as we were in April 2018. In this particular instance IEC was offering to bring to the table several significant investors interested in funding the Company through its regulatory cleanup. It was suggested that MP Special Purpose Corporation (“MP”), would be interested in signing a joint commitment letter so long as necessary shares were set aside in return for the significant effort that would be expended by both IEC and MP. On March 22, 2020 IEC began due diligence on the Company, with the permission of its Board of Directors, for the purpose of forming future business alliances including joint ventures, joint stock ownership, and capital raises. Due diligence on the Company was completed by IEC at the beginning of July of 2020. The results of such within forwarded to the various investors of MP. The Company and MP signed an Agreement and Plan of Asset Acquisition (“Plan”), on September 22, 2020 to allow the Company to enter into the refining of rare earth materials from various locations under the control of MP and IEC. The Plan was assignable to IEC, or other investors or investor group’s willing to fund the growth of the ~~registrant~~Company through a private investment into a public entity, otherwise known as a PIPE (“PIPE”).

Since early November 2020 the Company expanded its board to include directors William Hinz, Douglas Bean, and Anthony Ker. The company also recruited and contractually hired Harry Ewert as its new CEO. Mr. Ewert also joined the Board of Directors. The Company recruited and contractually hired William Westbrook as its CFO. Both Mr. Ewert and Mr. Westbrook began their contracts in early December with the Company.

After the expanded Board of Directors was ~~$235,000 (based upon~~seated, and at the ~~closing price~~start of Mr. Ewert and Mr. Westbrook’s contracts, the Company moved quickly to establish a strategic and tactical operating plan to enter the rare earth refining market. The company established a technical committee which helped build out a plan to develop a private investment path. In addition, the Company moved to conduct due diligence on the former Willwood Air Force Base located in Wyoming at which IEC had been granted a special use permit for the processing of rare earth materials, and the manufacturer of permanent magnets.

In January 2021 the Company settled on a $50 million private placement offering, that would include a proposed $15 municipal bond package as offered by the town of Byron Wyoming, only 9 miles from the 164 acre former Willwood Air Force Base. The company decided to include the $15 million bond package in its $50 million private placement offering, therefore needing to raise $35 million of new equity in the company. The Board of Directors voted previously to authorize the development of a private placement memorandum to be filed with the SEC so that the private placement offering could be discussed with current and potential individual investors, and investor groups in the United States and Canada.

The Company has experienced strong demand for participation in its private placement offering, and expanded its staff to include two additional finance positions, as well as plans to expand its internal accounting staff.

The Company has developed a strategic plan for hiring experienced professionals, including those that are credentialed and hold licenses in engineering, mining, and chemical engineering. This increased depth of personnel surrounding the granting of a license from IEC to the Company for the exclusive production of magnetic materials and assemblies. The decision on the granting of a license from IEC, on an exclusive basis, would be made by IEC only if the Company could show substantial progress in its capital raise efforts, and its ability to attract technical expertise.

As the Company experienced success in both its private placement efforts, as well as its exploratory efforts for sources of rare earths, the Company put forth expanded efforts to execute on its new strategic and tactical business plans in order to begin refining rare earth materials for the recovery of oxides and metals that are required for the production of various magnetic products, and assemblies.

The Company developed a straightforward strategic and tactical business plan that could be executed around 3 basic business segments; Mining, Minerals and Magnets. These 3 segments would become a highly focused center of work for the Company.

Various work at the Company by its technical committee had shown that the Company could enter the mining industry through a very unique path of recovering rare earth and ferrite magnet material from discarded appliances, computers, and other sources in the United States and Canada. Secondly, the Company would concentrate its efforts on the recovery of rare earth materials from other waste streams including fly ash and fly bottom waste streams from combusted coal burning power plants in the United States and Canada. It is estimated that over 1 billion tons of this material exists and dumpsites, and far greater than 4 billion pounds of this material is still generated from coal burning power plants and other sources in the United States alone each and every year.

Refining rare earth materials from used magnets, fly ash and fly bottom waste streams, and coal reserves range in difficulty from very simple, to a chemical process commonly called ion exchange, and precipitation. Both practices have been in place for many decades, worldwide, and are still used to this day for most mining recovery operations in addition to these 2 common practices, membrane recovery, similar to reverse osmosis, is finding favor by a wide variety of professionals, in many geographic areas. W

The reprocessing of waste stream magnets whether ferrite (iron), or rare earth, such as neodymium iron boron magnets, is a relatively simple process where the waste material is pulverized to approximately 80 mesh (177 microns), then re-blended into the required recipe, and then reformed in, to produce a value-added product. a choice of several different processes.

Refining rare earth materials from fly ash and fly bottom waste, is similar to recovering rare earth materials from coal ash, or coal seam material. It is a well-known ion exchange and precipitation process. A chemical process in which a wide variety of diluent made from acids and caustics are used to precipitate individual rare earth elements from waste streams. This can also include the recovery of rare earth materials from various membranes, such as membranes similarly used in reverse osmosis processes used to clean water. Membranes are size to very specific microns, and once the process is complete, the desired elements are recovered from recycling the membrane material.

The reclaiming of base materials that are suitable to be processed to extract rare Earth materials is heavily tied to wastewater treatment. While large quantities of water are not required to reclaim rare earth containing material, water can be used along with magnetic separation in the early stages of recovery. Wastewater resulting from these early-stage processes needs to be treated and then reintroduced into the process, thereby limiting the loss of treatment water to evaporation. Wastewater treatment also allows waste sludge to be minimalized, and dried for disposal in a common landfill. Typically these dried sludges are less than 1% of the ~~registrant's~~overall material processed. The Company is currently seeking to purchase several different proven waste water technologies and systems to market alongside its rare earth recovery systems.

As of the date of this report, we do not own any patents, trademarks, licenses, franchises, concessions, and royalty agreements, or other intellectual property contracts, but the Company is actively in negotiations for an exclusive technical license from IEC, and is seeking to purchase, acquire, or license a series of wastewater technologies

Our Periodic Reports including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports, and amendments to those reports, and other forms that we file with or furnish to the Securities and Exchange Commission (SEC) are available to review on the SEC’s EDGAR website.

In accordance with and pursuant to relevant related rules and regulations of the SEC, the Board of Directors of the Company has established and periodically updated our Corporate Governance Guidelines and Code of Conduct, which is applicable to all directors, officers and employees of the Company. We have established an audit committee of our board of directors. We intend to appoint three directors to our audit committee and least one of the appointees shall be independent and shall be an audit committee financial expert.

Our corporate headquarters are comprised of 10,000 square feet of floor space located at 3825 Rockbottom Drive, North Las Vegas, NV 89030. One of our shareholders makes the office space available to us without a lease and we pay no rent.

Our common stock is currently available for trading on the OTC Pink (over-the-counter pink sheets) under the trading symbol “QEGY.” The following table sets forth the high and low bid prices (USD) for our Common Stock per quarter as reported by the OTC ~~Bulletin~~Markets based on our fiscal year end February 28, 2018, 2019, and 2020. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

We have not declared any cash dividends on our Common Stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

We have not adopted an equity compensation plan and no securities have been authorized or reserved for issuance under any equity compensation plan.

The following description is a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws have been filed with the SEC as exhibits to our registration statement on ~~June 9, 2010). Indicate~~Form S-1.

We are authorized to issue 495,000,000 shares of Common Stock with $0.001 par value per share. As of our fiscal year ended February 28, 2022, there were 23,016,330 shares of Common Stock issued and outstanding and 3,688,524 shares reserved for issuance upon the exercise of issued and outstanding options.

Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the holders of our Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our Common Stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or windup, the holders of our Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

Our stock transfer agent is ClearTrust, LLC., located at 16540 Pointe Village Dr, Suite 205 Lutz, Florida 33558.

We are authorized to issue 5,000,000 shares of preferred stock, par value $0.001 per share. As of our fiscal year ended February 28, 2022, the Company issued 915,000 shares of its preferred stock class D. Our preferred stock is not quoted on any market or system and there is currently no market for our preferred stock.

In April 2019, the Company borrowed $12,500 from Jeffrey Mallmes, President, Treasurer, and director of the Company, and $12,500 from Raleigh Kone, Co-Chairman of the Company’s board of directors, Executive Vice President, and director of the Company. These loans are evidenced by promissory demand notes which bear interest at the rate of 6% per annum, computed on the basis of actual number of days based upon a 360-day year. Each lender also received warrants to purchase 225,000 shares ~~outstanding of each~~ of the ~~registrant's classes~~Company’s common stock. The warrants have an exercise price of ~~common stock,~~$0.25 and expire three years after issuance. The principal and interest due under these notes are outstanding as of the ~~latest practicable date: As~~issuance of ~~June 9, 2010, there were 47,000,000~~these financial statements.

Separately in April 2019, the Company borrowed $3,325 from Raleigh Kone and John Provacek, which loans are evidenced by demand promissory notes that bear interest at the rate of 6% per annum. In connection with the loan from Mr. Provacek, the Company also issued to Mr. Provacek a warrant to purchase 25,000 shares of the ~~registrant's~~Company’s common stock ~~outstanding. DOCUMENTS INCORPORATED BY REFERENCE: None. Transitional Small Business Disclosure Format: Yes [ ] No [X]~~ ~~FORWARD-LOOKING STATEMENTS~~at an exercise price of $0.25, which warrant expires three years after issuance. The Company also borrowed $3,390, from Jeffrey Mallmes, which loan is evidenced by a demand promissory note that bears interest at the rate of 6% per annum.

On October 22, 2019 and October 23, 2019, the Company borrowed approximately $90,0000 from six of its current stockholders in reliance on the Regulation D and Regulation S exemptions from the securities registration requirement of the Securities Act of 1933, as amended. These loans are evidenced by promissory notes that bear interest at the rate of 8% per annum and are convertible into shares of the Company’s common stock, at $0.05 per share.

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

As an emerging growth company, we are exempt from Section 404(a) and (b) of Sarbanes Oxley. Section 404(a) requires issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This ~~document contains "forward-looking statements"~~statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company, we are also exempt from Section 14A(a) and (b) of the Exchange Act, which require the stockholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

This section provides management’s discussion of the financial condition, changes in financial condition and results of operations of Quantum Energy Inc. with specific information on results of operations and liquidity and capital resources. It includes management’s interpretation of our financial results, the factors affecting these results, the major factors expected to affect future operating results and future investment and financing plans. This discussion should be read in conjunction with our consolidated financial statements and notes thereto.

Several factors exist that could influence our future financial performance, some of which are described in Item 1A above, “Risk Factors”. They should be considered in connection with evaluating forward-looking statements contained in this report or otherwise made by or on behalf of us since these factors could cause actual results and conditions to differ materially from those set out in such forward-looking statements.

Cautionary Statement for the Purposes of the Safe Harbor under the Private Securities Litigation Reform Act of 1995

The statements contained in this Annual Report on Form 10-K may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Report are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. ~~All statements~~When used in this Report, or any other ~~than statements~~ of ~~historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue~~our documents or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may includeoral presentations, the words ~~"may"~~“anticipate”, ~~"could"~~“believe”, ~~"estimate"~~“estimate”, ~~"intend"~~“expect”, ~~"continue"~~“forecast”, ~~"believe"~~“goal”, ~~"expect"~~“intend”, “objective”, “plan”, “projection”, “seek”, “strategy” or ~~"anticipate" or other~~ similar ~~words. These~~words are intended to identify forward-looking statements. Such forward-looking statements ~~present~~are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements relating to our ~~estimates~~strategy, operations, markets, services, and ~~assumptions only as~~other factors all of ~~the date~~which are difficult to predict and many of ~~this report.~~which are beyond our control. Accordingly, ~~readers are cautioned not to place undue reliance on~~while we believe these forward-looking statements ~~which speak only as of the dates on which~~to be reasonable, there can be no assurance that they ~~are made. We do not undertake to update forward- looking statements to reflect the impact of circumstances~~will approximate actual experience or events that arise after the dates they are made. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Although we believe that the expectations ~~reflected in~~derived from them will be realized. Further, we undertake no obligation to update or revise any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to: o inability to raise additional financing for working capital and product development; o inability to fulfill and plan an event for an organization; o deterioration in general or regional economic, market and political conditions; o the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; o adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; 2 o changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; o inability to efficiently manage our operations; o inability to achieve future operating results; o our ability to recruit and hire key employees; o the inability of management to effectively implement our strategies and business plans; and o the other risks and uncertainties detailed in this report. In this form 10-K references to "Your Event", "the Company", "we", "us", and "our" refer to Your Event, Inc. AVAILABLE INFORMATION We file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at Quantum Energy, Inc., 7250 N.W. Expressway, Oklahoma City, OK 73132. 3 ~~PART I ITEM 1. BUSINESS Unless the context otherwise requires, all references in this report to "Quantum," "our," "us," "we" and the "Company") refer to Quantum Energy, Inc. and its subsidiaries,~~whether as a ~~combined entity. Quantum Energy Inc. is engaged in the acquisition and exploration~~result of ~~gas and oil properties. Quantum was incorporated on February 5, 2004, in the State~~new information, future events or otherwise.

Results of Nevada. The Company's principal executive offices now are located at 7250 NW Expressway, suite 260, Oklahoma City, OK. The Company's telephone number is (405) 728-3800. Starting in May of 2006, we decided to embark on a new business path in oil and gas exploration and acquisitions. We acquired interests in numerous oil & gas properties in the Barnett Shale area of West Texas. Our business strategy is to acquire interest in the properties of, and working interests in the production owned by, established oil and gas production companies, whether public or private, in the United States oil producing areas. We believe such opportunities exist in the United States. We also believe that these opportunities have considerable future potential for the development of additional oil reserves. Such new reserves might come from the development of existing but as yet undeveloped reserves as well as from future success in exploration. When and if funding becomes available, we plan to acquire high-quality oil and gas properties, primarily "proven producing and proven undeveloped reserves." We will also explore low-risk development drilling and work-over opportunities with experienced, well-established operators. Competition We operate in a highly competitive environment. We compete with major and independent oil and natural gas companies, many of whom have financial and other resources substantially in excess of those available to us. These competitors may be better positioned to take advantage of industry opportunities and to withstand changes affecting the industry, such as fluctuations in oil and natural gas prices and production, the availability of alternative energy sources and the application of government regulation. 4 Compliance with Government Regulation The availability of a ready market for future oil and gas production from possible U.S. assets will depend upon numerous factors beyond our control. These factors may include, amongst others, regulation of oil and natural gas production, regulations governing environmental quality and pollution control, and the effects of regulation on the amount of oil and natural gas available for sale, the availability of adequate pipeline and other transportation and processing facilities and the marketing of competitive fuels. These regulations generally are intended to prevent waste of oil and natural gas and control contamination of the environment. We expect that our sales of crude oil and other hydrocarbon liquids from our future U.S.-based production will not be regulated and will be made at market prices. However, the price we would receive from the sale of these products may be affected by the cost of transporting the products to market via pipeline and marine transport. Environmental Regulations Our U.S. assets could be subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling activities on certain lands within wilderness, wetlands and other protected areas, require remedial measures to mitigate pollution from former operations, such as pit closure and plugging abandoned wells, and impose substantial liabilities for pollution resulting from production and drilling operations. Public interest in the protection of the environment has increased dramatically in recent years. The worldwide trend of more expansive and stricter environmental legislation and regulations applied to the oil and natural gas industry could continue, resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes more stringent and costly waste handling, disposal and cleanup requirements, our business and prospects could be adversely affected. Employees At June 9, 2010, we had 2 part-time employees. We consider our relations with our employees to be good. ITEM 1A. RISK FACTORS Not applicable. 5 ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Our corporate office is currently located at 7250 N.W. Expressway, Suite 260, Oklahoma City, OK 73132. ITEM 3. LEGAL PROCEEDINGS We are not currently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Market Information Quantum Energy, Inc. is traded on the OTC Bulletin Board and is quoted under the symbol: QEGY. There has been limited trading of our stock since it was cleared for trading. (b) Holders of Common Stock At the date of this report, we had 24 stockholders of record holding a total of 47,000,000 shares of common stock, par value $0.001. (c) Dividends Our dividend policy for holders of common stock is to retain earnings to support the expansion of operations through organic growth or by strategic acquisitions. We have not previously paid any cash dividends, and we do not intend to pay cash dividends in the near future. Any future cash dividends will depend on our future earnings, capital requirements, financial condition and other factors deemed relevant by the Board of Directors. ITEM 6. SELECTED FINANCIAL DATA Not applicable. 6 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Overview - -------- Unless the context otherwise requires, all preferences to "Quantum," "our," "us," "we" and the "Company" refer to Quantum Energy, Inc. and its subsidiaries, as a combined entity. We were incorporated on February 5, 2004, in the State of Nevada. Our principal executive offices are located at 7250 NW Expressway, suite 260, Oklahoma City, OK. Our telephone number is (405) 728-3800. Starting in May of 2006, we decided to embark on a new business path in oil and gas exploration and acquisitions. We acquired interests in numerous oil & gas properties in the Barnett Shale area of West Texas. Our business strategy is to acquire interest in the properties of, and working interests in the production owned by, established oil and gas production companies, whether public or private, in the United States oil producing areas. We believe such opportunities exist in the United States. We also believe that these opportunities have considerable future potential for the development of additional oil reserves. Such new reserves might come from the development of existing but as yet undeveloped reserves as well as from future success in exploration. Barnett Shale Developments; after the initial success of the Barnett Shale leases, the production program in the Barnett Shale area encountered substantial difficulties. Numerous wells throughout this extensive area experienced production difficulties. In addition to the production problems was the severe drop in natural gas prices. All of the wells in which the Company had interests were suspended and all marginal wells have been capped, resulting in the Company abandoning the Company's interest in the Barnett Shale area. When and if funding becomes available, we plan to acquire high-quality oil and gas properties, primarily "proven producing and proven undeveloped reserves." We will also explore low-risk development drilling and work-over opportunities with experienced, well-established operators. 7 ~~Liquidity and Capital Resources At~~Operations

Year Ended February 28, ~~2010 the Company had a working capital deficiency of $2,619,267 as compared~~2022 Compared to ~~$2,479,306 as at~~Year Ended February 28, 2009, The total assets of the Company were $784, consisting of cash compared to total assets of $1,823 at February 28, 2009. At February 28, 2010 the total current liabilities of the Company increased to $2,620,051 from $2,480,342 at February 28, 2009. This increase in current liabilities was due to loans from accounts payable and accrued interest. The Company had a negative cash flow of $252 from operating activities for the twelve months ended February 28, 2010 ($82,985 - 2009) a decrease of cash outflow of $$82,733. Cash inflow from financing activities was $nil for the twelve months ended February 28, 2010 ($43,198 - 2009). Results of Operations - --------------------- For the twelve (12) months ended February 28, 2010 operating expenses were $42,058 compared to $104,218 for the twelve (12) months ended February 28, 2009. This decrease of was due to a decrease in professional fees, management fees, marketing and office and administration. The Company posted a net loss of $140,7482021.

Sales for the year ended February 28, ~~2010,~~2022 was $324,240 compared to ~~a net loss of $592,245~~$-0- for the year ended February 28, ~~2009. At~~2021. Cost of goods sold for the year ended February 28, ~~2010 there~~2022 was ~~no bank debt. Off-Balance Sheet Arrangements - ------------------------------ There are no off-balance sheet arrangements that have or are reasonably likely~~$109,253 compared to ~~have a current or future effect on our financial condition, changes~~$-0- for the year ended February 28, 2021. Operating expenses for the year ended February 28, 2022 was $59,003,351 compared to $622,696 for the year ended February 28, 2021. The increase in ~~financial condition, revenues or~~operating expenses ~~results of operations, liquidity, capital expenditures or capital resources that is material~~was due to ~~stockholders. 8~~ ~~Going Concern - ------------- The Company has not attained profitable operations and is dependent upon obtaining financing to pursue its business objectives. For these reasons,~~ the Company's auditors stated in their report on the Company's audited financial statements that they have substantial doubt the Company will be able to continue as a going concern without further financing. The Company may continue to rely on equity sales of the common shares in order to continue to fund the Company's business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurancefact that the Company ~~will achieve any additional~~had cash available and therefore were able to resume operations and their SEC filings. Other income and (expense) for the year ended February 28, 2022 was $11,184,313 compared to $(6,814,746) for the year ended February 28, 2021. During the year ended February 28, 2022 the Company had $221,268 in gain on debt settlement, $10,616,456 in unrealized gain on common stock payable, gain on issued common stock payable of $360,000 and $(13,411) in interest expense, compared to the year ended February 28, 2021 where the Company had $(21,787) loss on derivative for a convertible note payable, $(6,808,276) in unrealized loss on common stock payable and incurred ($28,257) in interest expense.

Net income (loss) for the years ended February 28, 2022 and 2021 was ($47,604,051) and $(7,437,442), respectively. The decrease in income of $(40,166,609) was due to the sales of $324,240, the ~~equity securities or arrange~~cost of goods sold of $109,253, the increase in operating expenses of $58,380,655 and increase in other income and (expense) of $17,999,059.

As of February 28, 2022, our assets totaled $18,490,088 which consisted of $6,366,730 in cash, $118,358 in work in progress and $12,005,000 in deposits - related party. The Company's total liabilities were $21,007,525 which consisted of accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, common stock payable – for ~~debt or other~~contracts/agreements, , common stock payable – deposits received on subscriptions agreements, promissory notes payable and promissory notes payable – related parties. As of February 28, 2022, the Company had an accumulated deficit of $67,452,348 and working capital deficit of $14,522,437.

Net cash used in operating activities for the years ended February 28, 2022 and 2021 was $3,426,104 and $210,367, respectively. The increase in the amount used was attributed to the resumption of operations.

Net cash used in investing activities was $11,618,261 and $1,200,000 for the years ended February 28, 2022 and 2021, respectively due to the purchase of treasury stock of $813,261 and deposits to a related party of $10,805,000.

Net cash provided by financing activities was $19,441,587 and $3,379,828 for the for the years ended February 28, 2022 and 2021, respectively, which was due to ~~fund planned business activities. ITEM 7A. QUANTITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK~~ cash received from sale of common stock of $25,000, cash received from sale of common stock subscriptions of $19,484,087 and repayment of a convertible note payable of $67,500.

Not applicable. ~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial Statements and Financial Statement Schedules - See~~

Index to ~~Consolidated~~ Financial Statements and Schedules immediately following the signature page of this report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by it in the reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and that information is accumulated and communicated to its management, including its principal executive and principalStatements:

Audited financial officers (whom we refer to in this periodic report as our Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of its Certifying Officers, the effectiveness of its disclosure controls and proceduresstatements as of February 28, 2010, pursuant to Rule 13a-15 under the Securities Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of February 28, 2010, our disclosure controls and procedures were effective. 9 Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. Our controls are designed to provide reasonable assurance that our assets are protected from unauthorized use and that transactions are executed in accordance with established authorizations and properly recorded. Management used the framework set forth in the report entitled "Internal Control-Integrated Framework" published by the Committee of Sponsoring Organizations of the Treadway Commission (referred to as "COSO") to evaluate the effectiveness of our internal control over financial reporting as of February 28, 2009. Based on that evaluation, management concluded that the design and operations of our internal controls over financial reporting at February 28, 2010 were effective and provided reasonable assurance that the books and records accurately reflected our transactions. There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report. ITEM 9B. OTHER INFORMATION. None. 10 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our Board of Directors is currently composed of one person: Sharon Farris. Ms. Farris, age 49, has been a director since 2007 and also serves as our President, acting Chief Financial Officer and Secretary. Sharon Farris - ------------- Sharon Farris was appointed as our Secretary and to our board of directors on March 1, 2007. On January 14, 2009, Ms. Farris was appointed as our President. Ms. Farris has worked in the oil and gas industry for the past several years. She has worked for Buccaneer Energy Corporation and HoCo, Inc. for the past two and a half years, working with the Oklahoma Corporation Commission, Oklahoma Tax Commission, Petroleum Engineers, Geologist, Landowners, and Attorneys, Crude Purchasers as well as various oil field workers. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish US with copies of all Section 16(a) forms they file. A Form 3 for Ms. Farris has yet to be filed and are delinquent as of the date of this report. Code of Ethics Our code of ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethics was filed as an exhibit to the 2006 Annual Report and is incorporated by reference herein. We will provide to any person, without charge, a copy of our Code of Ethics upon receipt of a written request addressed Quantum Energy, Inc., Attn: Corporate Secretary, 7250 N.W. Expressway, Suite 260, Oklahoma City, OK 73132. Corporate Governance We do not presently does not have an audit committee of the board of directors due to the early stage of our operations and the fact that we have only recently started to acquire leases and working interests in oil and gas properties. Additionally, our size makes it impractical to implement board committees at this point. 2022, including:

11 ITEM 11. EXECUTIVE COMPENSATION. Our directors and executive officers received no compensation during the last three fiscal years and no compensation has accrued. There are no securities authorized for issuance under any equity compensation plan, or any options, warrants, or rights to purchase our common stock. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. As of June 9, 2010, based upon ownership filings with the SEC, we have no shareholders that beneficially own more than 5% of our outstanding shares of common stock. As of June 12, 2009, none of our directors or named executive officers owned any shares of our common stock. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Director Independence No members of our Board of directors are independent. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth information regarding the amount billed to us by our independent auditor, Killman, Murrell & Company, P.C., for the fiscal years ended February 28, 2009 and February 29, 2008: Years Ended February 29 or 28 2010 2009 ----------------------------- Audit Fees (1) $ 8,505 $ 38,644 Audit-Related Fees - - Tax Fees - - All Other Fees - - (1) Audit Fees are the aggregate fees billed by the independent auditor for the audit of the consolidated annual financial statements, reviews of interim financial statements, and attestation services that are provided in connection with statutory and regulatory filings or engagements. Generally, the board of directors approves in advance audit and non-audit services to be provided by our independent auditors. In other cases, in accordance with Rule 2-01(c)(7) of Securities and Exchange Commission Regulation S-X, the board of directors has delegated preapproval authority to our President for matters that arise or otherwise require approval between regularly scheduled meetings of the board of directors, provided that such approvals are reported to the board of directors at its next regularly scheduled meeting. 12 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit Number Description of Exhibit Location - ------- ---------------------- -------- Item 3 Articles of Incorporation and Bylaws 3.1 Articles of Incorporation Incorporated by reference from the Registration Statement Amendment 2 on Form SB-2 filed October 26, 2004, SEC File No. 333-118138 3.2 Bylaws, as amended Incorporated by reference from the Registration Statement Amendment 2 on Form SB-2 filed October 26, 2004, SEC File No. 333-118138 3.3 Articles of Amendment Incorporated by reference from 10-KSB annual report filed on June 14, 2006, SEC File No. 333-118138 Item 31 Rule 13a-14(a)/15d-14(a) Certifications 31.1 Certification of Chief Executive This filing Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Item 32 Section 1350 Certifications 32.1 Certification of Chief Executive This filing Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Quantum Energy, Inc. By: /s/ Sharon Farris ----------------------------------------- Sharon Farris President and Chief Executive Officer (acting principal financial officer) Date: June 9, 2010 Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Sharon Farris - --------------------- Name: Sharon Farris Title: Director Date: June 9, 2010 14 ~~Quantum Energy, Inc. Audited Financial Statements And~~

Report of Independent Registered Public Accounting Firm ~~Years Ended February 28, 2010 and 2009 F-1~~ ~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

To the ~~Board~~shareholders and the board of ~~Directors and Stockholders~~directors of Quantum Energy, Inc. ~~7250 N.W. Expressway Oklahoma City, Oklahoma~~

We have audited the accompanying consolidated balance sheets of ~~Nitro Petroleum~~Quantum Energy, Inc. as of February 28, ~~2010~~2022 and ~~2009, and~~2021, the related statements of operations, stockholders' ~~deficit,~~equity (deficit), and cash flows for the years then ~~ended. Quantum Energy Inc.'s management is responsible for these financial statements. Our responsibility is~~ended, and the related notes (collectively referred to ~~express an opinion on these financial statements based on our audits. We conducted our audits in accordance with~~as the ~~standards of the Public Company Accounting Oversight Board (United States)~~"financial statements"). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements ~~referred to above~~ present fairly, in all material respects, the financial position of ~~Nitro Petroleum Inc.~~the Company as of February 28, ~~2010~~2022 and ~~2009,~~2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United ~~States of America.~~ States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 13 to the financial statements, the Company has ~~generated revenues~~suffered recurring losses from operations ~~but~~and has ~~substantial~~a significant accumulated ~~deficit and working capital deficiency and this raises~~deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about ~~its~~the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1.3. The ~~2010 and 2009~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty. ~~/s/ Killman, Murrell &~~

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company ~~P.C. - ------------------------------------ Killman, Murrell &~~Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company ~~P.C. Odessa, Texas June 9, 2010 F-2~~ ~~QUANTUM ENERGY INC. Balance Sheets (Expressed~~ in ~~US Dollars)~~ accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~February 28, February 28, 2010 2009 ------------ ------------~~ Assets Current assets Cash and cash equivalents $ 784 $ 1,036 ------------ ------------ Total current assets 784 1,036 Other assets Other equipment, net of accumulated depreciation - 787 ------------ ------------ Total assets $ 784 $ 1,823 ============ ============ Liabilities and Stockholders' (Deficit) Current liabilities Accounts payable and accrued liabilities $ 582,093 $ 442,384 Promissory notes payable 2,017,708 2,017,708 Due to related party 20,250 20,250 ------------ ------------ Total current liabilities 2,620,051 2,480,342 Common stock issuance liability 762,500 762,500 ------------ ------------ Total liabilities 3,382,551 3,242,842 Stockholders' (deficit) Common stock, par value $0.001 per share: 75,000,000 shares authorized: 47,000,000 shares issued and outstanding, respectively 47,000 47,000 Additional paid-in capital 1,685,913 1,685,913 Accumulated (deficit) (5,114,680) (4,973,932) ------------ ------------ Total stockholders' (deficit) (3,381,767) (3,241,019) ------------ ------------ Total Liabilities and Stockholders' (deficit) $ 784 $ 1,823 ============ ============
QUANTUM ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

				(Restated)
February 28,	2022			2021

ASSETS
Current Assets
Cash	$	6,366,730		$	1,969,508
Work in Progress		118,358			—

Total Current Assets		6,485,088			1,969,508

Deposits - Related Party		12,005,000			1,200,000

Total Assets	$	18,490,088		$	3,169,508


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable and Accrued Expenses	$	166,080		$	220,140
Accounts Payable and Accrued Expenses - Related Parties		217,584			305,170
Common Stock Payable - for Contracts/Agreements		1,990,107			1,500,000
Common Stock Payable - Deposits Received on Subscription Agreements		18,515,734			9,128,104
Convertible Note Payable		0			67,500
Derivative Liability		—			116,399
Promissory Notes Payable		76,305			76,305
Promissory Notes Payable - Related Parties		41,715			106,015

Total Current Liabilities		21,007,525			11,519,633

Total Liabilities		21,007,525			11,519,633

Stockholders' Deficit
Preferred Stock Class D - $0.001 Par; 1,500,000 Shares Authorized, 915,000 and -0- Issued and Outstanding, Respectively		915			0
Common Stock - $0.001 Par; 495,000,000 Shares Authorized, 332,324 and 323,277 Issued; 332,324 and 323,277 Outstanding, Respectively		332			323
Additional Paid-In-Capital		64,933,850			11,497,849
Accumulated Deficit		(67,452,348	)		(19,848,297	)
Treasury Stock - 186,096 Shares at Par $0.001		(186	)		0

Total Stockholders' Deficit		(2,517,437	)		(8,350,125	)

Total Liabilities and Stockholders' Deficit	$	18,490,088		$	3,169,508

The accompanying notes are an integral part of these financial ~~statements F-3~~ ~~QUANTUM ENERGY INC. Statements of Operations (Stated in US Dollars)~~ statements.

Years Ended February 28, 2010 2009 ------------- ------------- Net oil and gas revenue $ - $ - ------------- ------------- Operating expenses Lease operating expenses 24,206 - Amortization, depletion and depreciation 787 738 Management fees - 42,000 Marketing - 10,042 Office and administration 881 2,897 Professional fees 16,184 48,541 ------------- ------------- Total operating expenses 42,058 104,218 ------------- ------------- Net loss before other income (expenses) (42,058) (104,218) Other items Forgiveness of debt 19,100 - Interest expense (106,080) (500,133) Currency translation (11,710) 12,106 ------------- ------------- Total other income (expenses) (98,690) (488,027) ------------- ------------- Net loss $ (140,748) $ (592,245) ============= ============= Basic and diluted loss per share $ (0.00) $ (0.01) ============= ============= Weighted average number of shares outstanding 47,000,000 47,000,000 ============= =============
QUANTUM ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

				(Restated)
For the Years Ended February 28,	2022			2021

Sales	$	324,240		$	0

Cost of Goods Sold		109,253			0

Gross Profit		214,987			—

Operating Expenses
General and Administrative		1,816,320			240,467
Management Fees and Consulting		55,636,607			98,334
Professional Fees		1,550,424			283,895

Total Operating Expenses		59,003,351			622,696

Loss Before Other Income and (Expense)		(58,788,364	)		(622,696	)

Other Income and (Expense)
Gain on Debt Settlement		221,268			—
Gain (Loss) on Derivative		—			21,787
Unrealized Gain (Loss) on Common Stock Payable		10,616,456			(6,808,276	)
Gain on Issued Common Stock Payable		360,000			—
Interest Expense		(13,411	)		(28,257	)

Total Other Income and (Expense)		11,184,313			(6,814,746	)

Income (Loss) Before Income Tax Expense		(47,604,051	)		(7,437,442	)

Income Tax Expense		—			—

Net Income (Loss)	$	(47,604,051	)	$	(7,437,442	)

Weighted Average Number of Common Shares - Basic and Diluted		45,798,221			48,491,485
Net Income (Loss) Per Common Shares - Basic and Diluted	$	(1.04	)	$	(0.15	)

The accompanying notes are an integral part of these financial ~~statements F-4~~ ~~QUANTUM ENERGY INC. Statements of Stockholders' (Deficit) For the Years Ended February 28, 2010 and 2009 (Stated in US Dollars)~~ statements.

~~Common Shares Paid-in Accumulated Number Par Value Capital (Deficit) Total ---------- ------- ---------- ------------ ------------~~ Balance as of February 28, 2008 47,000,000 $47,000 $1,685,913 $(4,381,687) $(2,648,774) Net loss for the year ended February 28, 2009 (592,245) (592,245) ---------- ------- ---------- ------------ ------------ Balance as of February 28, 2009 47,000,000 47,000 1,685,913 (4,973,932) (3,241,019) Net loss for the year ended February 28, 2010 - - - (140,748) (140,748) ---------- ------- ---------- ------------ ------------ Balance as of February 28, 2010 47,000,000 $47,000 $1,685,913 $(5,114,680) $(3,381,767) ========== ======= ========== ============ ============
QUANTUM ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

				(Restated)
For the Years Ended February 28,	2022			2021

Cash Flows from Operating Activities

Net Income (Loss) for the Period	$	(47,604,051	)	$	(7,437,442	)

Non-Cash Adjustments:
Common Stock Subscribed for Rent		0			240,000
Preferred Stock Issued for Consulting Services		53,985,000			—
Common Stock Payable for Consulting Services		1,610,107			0
Gain on Derivative		0			(21,787	)
Unrealized (Gain) Loss on Common Stock Payable		(10,616,456	)		6,808,276
Gain on Debt Settlement		(221,268	)		0
Gain on Issued Common Stock Payable		(360,000	)		0
Changes in Assets and Liabilities:
Work In Progress		(118,358	)		0
Accounts Payable and Accrued Expenses		(30,065	)		72,253
Accounts Payable and Accrued Expenses - Related Parties		(71,013	)		128,333

Net Cash Flows Used In Operating Activities		(3,426,104	)		(210,367	)

Cash Flows from Investing Activities
Cash Purchase of Treasury Stock		(813,261	)		—
Deposits - Related Party		(10,805,000	)		(1,200,000	)

Net Cash Flows Used In Investing Activities		(11,618,261	)		(1,200,000	)

Cash Flows from Financing Activities
Cash Purchase of Common Stock		25,000			0
Proceeds from Stock Subscription		19,484,087			3,379,828
Repayment of Convertible Note Payable		(67,500	)		0

Net Cash Flows Provided By Financing Activities		19,441,587			3,379,828

Net Change in Cash		4,397,222			1,969,461

Cash - Beginning of Year		1,969,508			47

Cash - End of Year	$	6,366,730		$	1,969,508

Cash Paid During the Year for:
Interest	$	2,500		$	0
Income Taxes	$	—		$	—

The accompanying notes are an integral part of these financial ~~statements F-5~~ ~~QUANTUM ENERGY INC. Statements of Cash Flows (Stated in US Dollars)~~ statements.

~~Years Ended February~~
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED FEBRUARY 28, ~~2010 2009 ------------- -------------~~ Operating Activities Net loss $ (140,748) $ (592,245) Adjustment to reconcile net loss to net cash used by operating activities Amortization, depreciation and depletion 787 738 Forgiveness of debt (19,100) - Changes in operating assets and liabilities Prepaid expenses - 2,500 Accounts payable and accrued liabilities 158,809 124,772 Interest expense - 381,250 ------------- ------------- Cash (used in) operating activities (252) (82,985) ------------- ------------- Financing Activities Due to related party - 20,250 Issuance of promissory notes payable - 22,948 ------------- ------------- Cash provided by financing activities - 43,198 ------------- ------------- Decrease in cash during the period (252) (39,787) Cash, beginning of the period 1,036 40,823 ------------- ------------- Cash, end of the period $ 784 $ 1,036 ============= ============= Supplemental disclosure of cash flow information: Cash paid for income tax purposes $ - $ - ============= ============= Cash paid for interest $ - $ - ============= ============= 2022 AND FEBRUARY 29, 2020

	Preferred Stock Class D				Common Stock				Additional						Treasury Stock					Total
	$0.001 Par				$0.001 Par				Paid-In			Accumulated			$0.001 Par					Stockholders'
For the Years Ended February 28, 2022	Shares		Amount		Shares		Amount		Capital			Deficit			Shares		Amount			Deficit

Balance - March 1, 2021		0	$	0		323,277	$	323	$	11,497,849		$	(19,848,297	)		0	$	0		$	(8,350,125	)

Issuance of Preferred Stock		915,000		915		0		0		53,984,085			0			0		0			53,985,000

Cash Purchase of Common Stock		0		0		2,381		2		24,998			0			0		0			25,000

Common Stock Issued from Subscriptions		0		0		6,667		7		239,993			0			0		0			240,000

Purchase of Treasury Stock		0		0		0		0		(813,075	)		0			186,096		(186	)		(813,261	)

Net Income						—		0		0			(47,604,051	)		—		0			(47,604,051	)

Balance - February 28, 2022		915,000	$	915		332,324	$	332	$	64,933,850		$	(67,452,348	)		186,096	$	(186	)	$	(2,517,437	)

The accompanying notes are an integral part of these financial ~~statements F-6~~ statements.

QUANTUM ENERGY INC. ~~Notes to~~ (“the Financial Statements February 28, 2010 and 2009 (Stated in US Dollars) Note 1 Nature of Operations and Going Concern QUANTUM ENERGY INC. ("the Company"Company”) was incorporated under the name ~~"Boomers~~“Boomers Cultural Development Inc."” under the laws of the State of Nevada on February 5, 2004. On May 18, 2006, the ~~company~~Company changed its name to Quantum Energy, Inc. ~~These~~

The Company is a development stage diversified holding company with an emphasis in land holdings, refinery and fuel distribution.

The Company is domiciled in the Unites States of America and trades on the OTC market under the symbol QEGY.

The consolidated financial statements ~~have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that~~include the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The continuationaccounts of the Company ~~as a going concern is dependent upon the continued financial support from~~and its ~~shareholders, the ability~~wholly owned subsidiaries FTPM Resources Ltd. and Dominion Energy Processing Group, Inc. after elimination of the ~~Company to obtain necessary equity financing to continue operations~~intercompany accounts and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company's interests in the underlying properties, and the attainment of profitable operations. At February 28, 2010, the Company had not yet achieved profitable operations, has a working capital deficiency of $2,619,267 ($2,479,306 - 2008). These factors raise substantial doubt regarding the Company's ability to continue as a going concern. Note 2 Summary of Significant Accounting Policies The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates. The financial statements have, in management's opinion been properly prepared within the framework of the significant accounting policies summarized below: a) Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less. As at February 28, 2010, cash and cash equivalents consist of cash only. F-7 QUANTUM ENERGY INC. Notes to the Financial Statements February 28, 2010 and 2009 (Stated in US Dollars) Note 2 Summary of Significant Accounting Policies (Continued) b) Other Equipment Other equipment is recorded at cost. Depreciation of computer equipment is at a rate of 30% per annum, on a straight-line basis. Depreciation of office equipment is at a rate of 20% per annum, on a straight-line basis. c) Foreign Currency Translation The Company's functional currency is the United States dollar. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission ("SEC") and in accordance with the ASC 830-10. Assets and liabilities were translated at the exchange rate in effect at the period end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Any exchange gains and losses are included in the Statement of Operation d) transactions.

The preparation of financial statements in conformity with US generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.

The Company ~~regularly evaluates estimates~~considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.

The Company's financial instruments include cash and ~~assumptions~~cash equivalents, promissory notes payable, and promissory notes payable - related parties. All instruments are accounted for on a cost basis, which, due to ~~donated expenses,~~the short maturity of these financial instruments, approximates fair value at February 28, 2022 and ~~deferred income tax valuations.~~2021, respectively.

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company ~~bases its estimates~~determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and ~~assumptions on current facts, historical experience and various other factors~~Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that ~~it believes~~are attributable to ~~be reasonable under~~ the ~~circumstances, the results of which form the basis for making judgments about the carrying values of~~change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.

At February 28, 2022 and 2021, the Company had no assets or liabilities accounted for at fair value on a recurring basis.

The Company reviews long-lived assets which include a deposit on land purchase for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows and reports any impairment at the lower of the carrying amount or the fair value less costs to sell.

The Company estimates the fair value of options to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time stock options will be held before they are exercised (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), forfeiture rate, the risk-free interest rate and the ~~accrual~~dividend yield. Changes in the subjective assumptions can materially affect the estimate of ~~costs~~fair value of stock-based compensation. Options granted have a ten-year maximum term and ~~expenses that are not readily apparent from~~varying vesting periods as determined by the Board of Directors. The value of shares of common stock awards is determined based on the closing price of the Company’s stock on the date of the award.

In accordance with ASC 850 “Related Party Disclosure”, a party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company; its directors, officers, and management; members of the immediate families of principal owners of the Company and its management; and other ~~sources. The actual results experienced by~~parties with which the Company may ~~differ materially~~deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

The Company has implemented all new accounting pronouncements that are in effect and ~~adversely from~~is evaluating any that may impact its financial statements, including the ~~Company's estimates. To the extent~~new lease standard. The Company does not have any leases and does not believe that there are any other new accounting pronouncements that have been issued that might have a material ~~differences between the estimates and the actual results, future~~impact on its financial position or results of ~~operations will be affected. e) Stock-based Compensation The Company records stock-based compensation~~operations.

These consolidated financial statements have been prepared in accordance with ~~ASC subtopic 718-10 "Compensation - Stock Compensation" using~~U.S. GAAP to a going concern, which assumes that the ~~fair value method.~~Company will be able to meet its obligations and continue its operations for the next twelve months.

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of February 28, 2022 and 2021, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying consolidated balance sheets and consolidated statements of operations, the Company has an accumulated deficit and a working capital deficit at February 28, 2022 and 2021. Achievement of the Company's objectives will be dependent upon the ability to obtain additional financing, generate revenue from current and planned business operations, and control costs. The Company ~~has not issued any stock options since~~plans to fund its ~~inception. F-8~~ ~~QUANTUM ENERGY INC. Notes~~future operations by joint venturing, obtaining additional financing from investors, and/or lenders, and attaining additional commercial revenue. However, there is no assurance that the Company will be able to ~~the Financial Statements February 28, 2010 and 2009 (Stated in US Dollars) Note 2 Summary of Significant Accounting Policies (Continued) f)~~ achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.

Basic ~~and Diluted Net (Loss)~~Earnings Per Share ~~Basic and diluted net loss per common share~~(“EPS”) is computed ~~based upon the weighted average common shares outstanding~~ as ~~defined by ASC 260-10, "Earnings Per Share." Basic EPS is computed by dividing~~ net ~~loss~~income (loss) available to common ~~shareholders (numerator)~~stockholders divided by the weighted average number of common shares outstanding ~~(denominator) during~~for the period. Diluted EPS ~~gives effect to all potentially dilutive~~reflects the potential dilution that could occur from common shares ~~outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of~~issuable through stock options orand warrants. ~~Diluted EPS excludes all potentially~~

The dilutive ~~shares if their~~ effect ~~is anti-dilutive.~~ of outstanding securities as of February 28, 2022 and 2021, respectively, would be as follows:

At February 28, ~~2010, there are 250,000 dilutive potential common shares. g) Financial Instruments In August 2009,~~2022 and 2021, respectively, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, "Fair Value Measurements and Disclosures-Overall". The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or moreeffect of the ~~techniques provided for~~Company's outstanding options and warrants would have been anti-dilutive.

Work in ~~this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to~~progress consists of partially manufactured and raw rare earth metal products used in production in the ~~existence~~amount of ~~a restriction that prevents the transfer of the liability and also clarifies that both a quoted price in an active market for the identical liability~~$118,358 at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance. The adoption of this standard did not have a material impact on the Company's consolidated financial position and results of operations The Company's financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and notes payable. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. F-9 ~~QUANTUM ENERGY INC. Notes to the Financial Statements~~ February 28, ~~2010 and 2009 (Stated in US Dollars) Note 2 Summary~~2022.

Deposits – Related Party consist of Significant Accounting Policies (Continued) g) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. ASC 740 "Accounting for Income Taxes" as of its inception. Pursuantdeposits made to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. h) Recent Accounting Pronouncements In June 2009, the FASB issued guidance under ASC 105, "Generally Accepted Accounting Principles." This guidance established a new hierarchy of GAAP sources for non- governmental entities under the FASB Accounting Standards Codification. The Codification is the sole source for authoritative U.S. GAAP and supersedes all accounting standards in U.S. GAAP, except for those issued by the SEC. The guidance was effective for financial statements issued for reporting periods ending after September 15, 2009. The adoption had no impact on the Company's financial position, cash flows or results of operations. In June 2009, the FASB issued FASB ASC 855-10, "Subsequent Events." FASB ASC855-10 establishes general standards of accounting for and disclosure of eventsrelated party that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC 855-10 applies to both interim financial statements and annual financial statements. FASB ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of FASB ASC 855-10 during the period did not have a material impact on the Company's financial position, cash flows or results of operations. F-10 QUANTUM ENERGY INC. Notes to the Financial Statements February 28, 2010 and 2009 (Stated in US Dollars) Note 2 Summary of Significant Accounting Policies (Continued) In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-03 (ASU 2010-03), Extractive Activities-Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. This amendment to Topic 932 has improved the reserve estimation and disclosure requirements by (1) updating the reserve estimation requirements for changes in practice and technology that have occurred over the last several decades and (2) expanding the disclosure requirements for equity method investments. This is effective for annual reporting periods ending on or after December 31, 2009. However, an entity that becomes subject to the disclosures because of the change to the definition oil- and gas- producing activities may elect to provide those disclosures in annual periods beginning after December 31, 2009. Early adoption is not permitted. The Company does not expect the provisions of ASU 2010-03 to have a material effect on the financial position, results of operations or cash flows of the Company In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flowsshare board members of the Company. In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stockA with a ~~limit~~letter of intent signed on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010- 01 to have a material effect on the financial position, results of operations or cash flows of the Company. F-11 QUANTUM ENERGY INC. Notes to the Financial Statements February 28, 2010 and 2009 (Stated in US Dollars) Note 2 Summary of Significant Accounting Policies (Continued) In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820October 12,2021 calls for the ~~fair value measurement~~purchase of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company. In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, (revised 2007), "Business Combinations". SFAS 141 (R) applies the acquisition method of accounting for business combinations established in SFAS 141 to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. Consistent with SFAS 141, SFAS 141 (R) requires the acquirer to fair value the assets and liabilities of the acquiree and record goodwill on bargain purchases, with main difference the application to all acquisitions where control is achieved. SFAS 141 (R) is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 160, "Non controlling Interests in Consolidated Financial Statements - - An amendment of ARB No. 51".SFAS 160 requires companies with non controlling interests to disclose such interests clearly as a portion of equity but separate from the parent's equity. The non controlling interest's portion of net income must also be clearly presented on the Income Statement. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations. The following various other pronouncement (ASU) as announced by FASB have no material effect on the Company financial statements: ASU 2010-08 Technical Correction to Various Topics issue February 2010, ASU 2010-07 Not for Profit entities issued January 2010, ASU 2010-04 Accounting for Various Topics - Technical Corrections issued January 2010, ASU 2009-16 Transfers and Servicing issued December 2009, ASU 2009-15 Accounting for Own-Share Lending Arrangements issued October 2009, ASU 2009-14 Software: Certain Revenue Arrangements that include Software elements issued October 2009, ASU 2009-13, Revenue Recognition: Multiple-Deliverable Revenue Arrangements, EITF No. 09-1 Accounting for Own-Share Lending Arrangements issued July 2009. F-12 QUANTUM ENERGY INC. Notes to the Financial Statements February 28, 2010 and 2009 (Stated in US Dollars) Note 3 Other Assets Accumulated Net Book Value Net Book Value Cost Depreciation February 28, 2010 February 29, 2009 ------------------------------------------------------- Office equipment $3,629 $ 3,629 $ - $ 787 Computer equipment 1,433 1,433 - - ------------------------------------------------------- $5,062 $ 5,062 $ - $ 787 ======================================================= Note 4 Common Stock The authorized number of common shares remains at 75,000,000 common shares with a par value of $0.001. At February 28, 2010 and 2009, 47,000,000 shares of common stock ~~were issued~~of the related party to obtain a majority stake at $2.10 for up to eighteen (18) months with closing on December 15, 2022. The letter of intent is non-binding and ~~outstanding.~~if the majority shares are not obtained the deal is terminated and the money is refunded. Hence, the classification of deposits of $12,005,000 at February 28, 2022. The Company ~~has agreed~~is expecting to ~~issue an additional 250,000 shares of~~acquire majority ownership by the ~~Company's common stock to a debt holder. Note 5 Promissory Notes Payable~~ closing date.

The ~~Company's~~Company’s outstanding notes payable ~~and accrued interest~~ are summarized as follows: ~~February 28, 2010 and 2009 February 28, 2010 Note Payable Accrued~~

Interest ----------------------------------------------- Fourteen (14) 4% notes payable to investors in oil and gas investments by the Company, unsecured and due on demand $ 1,594,760 $ 293,797 10% note payable to an investor in oil and gas investments by the Company, unsecured and due on demand 172,948 65,300 10% note payable to a company that sold oil and gas properties to the Company, secured by the oil and gas properties and due on demand 250,000 74,999 ----------------------------------------------- $ 2,017,708 $ 434,096 =============================================== F-13 QUANTUM ENERGY INC. Notes to the Financial Statements February 28, 2010 and 2009 (Stated in US Dollars) Note 5 Promissory Notes Payable (Continued) In 2006 the Company agreed to issue 250,000 shares of it's common stock in connection with the purchase of oil and gas properties. Due to non-payment of the $250,000 note payable by the Company these shares were valued at $3.05 per share and interest expenses of $381,250 was recognizedexpense for the years ended February 28, ~~2007~~2022 and ~~2009.~~2021 was $5,814 and $5,807, respectively.

Convertible note payable consists of one note payable in the amount of $-0- and $67,500 at February 28, 2022 and 2021, respectively. The ~~250,000 shares have not been~~note which was issued in April 2019 for $45,000 accrued interest at an annual rate of 12% and matured in April 2020. In the event of default, the note principal is increased by 150% times the outstanding principal and provides for default interest at 22%. The conversion option expired on October 7, 2020.

On June 18, 2019, the Company received a default notice from Power Up stating that the Company was in default under the Power Up Note because, among other reasons, the Company failed to comply with the reporting requirements of the Securities Exchange Act of 1934 as required by the Note, and therefore accelerating the terms of the Power Up Note and demanding that the Company pay the default sum of $67,500 together with accrued interest and accrued default interest with respect to the Power Up Note. The Company reached a settlement of this matter with Power Up as of April 2021 in the amount of $70,200. Included in gain on debt conversion of $140,395 for the year ended February 28, ~~2010, therefore, the liability section~~2022, is $23,996 of ~~the accompanying balance sheet reflects a "Common stock issuance liability"~~accrued interest that was not paid and $116,399 of ~~$762,500. Interest expense related to the~~derivative liability.

The Company’s outstanding notes payable, ~~was $106,080 and $118,883~~related party are summarized as follows:

Interest expense for the years ended February 28, ~~2010~~2022 and ~~2009~~2021 was $7,597 and $7,598, respectively. ~~Note 6 Income Taxes~~

Starting January 1, 2019, the Company began accruing a monthly management fee of $15,000 due to an advisory company owned by Andrew J. Kacic, the Company’s former chief executive officer (“CEO”). During the year ended February 28, 2019, the Company recognized management fees of $30,000 under this agreement which amount is included in “Accounts payable and accrued liabilities, related parties” on the consolidated balance sheet at February 28, 2019. Since February 28, 2019, no additional management fees have been accrued since the parties are in dispute. There were no similar management fees due the CEO prior to December 31, 2018. Certain directors and officers of the Company dispute the management fee asserting that no consulting agreement has been executed. It is possible that the amount ultimately paid to the advisory company will be other than the accrued balance of $30,000 due to continuing negotiations between the board of directors and the former CEO. The disputed amount as of the date of these financials is $150,000, which is the remaining 10 (ten) months of the management fee for the calendar year ended 2019. Amounts due to Andrew Kacic at November 30, 2021 and February 28, 2021 were $107,868 and $17,868, respectively. In January 2022, the Company settled their dispute with Andrew Kacic and paid him $88,000. Included in this settlement was $107,868 in accounts payable – related parties, $64,300 in notes payable related parties and $16,573 in accrued interest – related parties. Write off of the notes payable and the accrued interest are included in gain on debt conversion in the amount of $80,873 for the year ended February 28, 2022. Write off of $19,868 of accounts payable related parties is included in professional fees at February 28, 2022.

Certain officers, directors and other related parties of the Company have paid various expenses on behalf of the Company. Balances due to the officers, directors and a related company for reimbursement of these expenses were $198,803 and $197,302 at February 2022 and February 28, 2021, respectively, which amounts are included in “Accounts payable and accrued liabilities - related parties” on the consolidated balance sheets.

Common stock payable for contracts/agreements consist of 1 million shares owed to Raul Factor per the joint venture agreement (Note 11) and 1 million shares owed to landlord for rent at February 28, 2021. On June 7, 2021, 6,667 shares were issued to the landlord. These shares were adjusted to its fair value of $600,000 on June 7, 2021, and $150,000 was recognized as unrealized gain on that date. The Company also recognized a gain on the issuance of these shares in the amount of $360,000. At February 28, ~~2010,~~2022, the fair value of the remaining shares owed to Raul Factor were adjusted to its fair value of $380,000 based on the closing price of the stock on that date. The Company recognized unrealized gain (loss) on common stock payable of $370,000 and $(1,060,000) during the years ended February 28, 2022 and 2021, respectively. At February 28, 2022 the Company ~~had~~also owed 3,354,037 shares to various people which was valued at the market rate at date of agreement totaling $1,610,107.

Common stock payable for deposits received on stock subscription agreements consist of 48,898,440 shares owed to various investors who have paid for these shares. At February 28, 2022, the fair value of the these shares were adjusted to its fair value of $18,515,734 based on the closing price of the stock on that date. The Company recognized unrealized gain (loss) on common stock payable of $10,246,456 and $(5,748,276) during years ended February 28, 2022 and 2021, respectively.

The Company is authorized to issue 495,000,000 shares of its common stock with a ~~net operating loss carry forward~~par value of ~~$5,114,680 which will begin~~$0.001 per share. All shares of common stock are equal to ~~expire in 2025. A valuation allowance~~each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to one vote for each share owned at any Shareholders’ meeting.

On February 23, 2022, the board of directors approved a 150 to 1 reverse stock split. The reverse has been ~~provided~~retrospectively accounted for at March 1, 2020 in the statements of changes in stockholders’ deficit.

The Company is authorized to issue 5,000,000 shares of its preferred stock with a no-par value per share with no designation of rights and preferences. The Company issued 915,000 shares of its preferred stock class D to pay consulting services in the amount of $53,985,000 during the year ended February 28, 2022. These shares have voting rights of 100 to 1. The shares value was based on the market price of the Company’s common stock of $0.59 on the measurement date multiplied by the voting rights of 100. The reverse stock split did not affect preferred stock.

During year ended February 28, 2022, the Company bought back 27,914,411 shares of its common stock in the amount of $813,261 and placed it in treasury. On February 23, 2022, the board of directors approved a 150 to 1 reverse stock split. The reverse has been retrospectively accounted for at March 1, 2020 in the statements of changes in stockholders’ deficit.

The following table summarizes additional information about the warrants granted by the Company as of November 30, 2021 and February 28, 2021:

Pursuant to (2) two prior License and Operating Agreements, the principals of Raul Factor BV agreed to provide an aggregate of $200,000 (USD) to purchase an aggregate of 1,000,000 units of Quantum at a price of $0.20 per Unit, (for an aggregate of 1,000,000 shares of the Company’s common stock plus 18 month warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at a price of $0.25 per share. Pursuant to these transactions, the Company agreed to use $150,000 of the proceeds from the sale of the Units to purchase the distribution rights of EES-E and EETC and in turn the Company would assign such distribution rights to EES-E and EETC respectively. Also, Raul Factor agreed to invest the required reasonable funding as determined by the board of directors of EETC for the ~~deferred tax assets~~startup, working capital, specific module development and required 6 months of economic demonstration of carpet and artificial turf into energy or value-added products for EETC. Also, EES agreed to contribute its module technologies developed by or available via license agreements from others to EES further on to EES-E via license agreements conforming to the terms set forth in these License and Operating Agreements. Raul Factor also agreed to fund additional capital requirements. At the date of this report, while the $200,000 was received from Raul Factor, the stock has yet to be issued. As of February 28, 2022, the stock was valued at $380,000 utilizing the closing price on November 30, 2021.

Also, as part of the transactions contemplated by these agreements: (i) the stock purchase warrant issued on November 20, 2016, to Kevin Holinaty to purchase 500,000 shares of the Company’s common stock (“Warrant No. 002”) was amended to extend the exercise period of the warrant through May 19, 2021 and to change the exercise price to $0.25 per share; (ii) the stock purchase warrant issued to Kevin Holinaty issued on June 9, 2017, and amended on March 15, 2018, to purchase 250,000 shares of the Company’s common stock (“Warrant No. 003”) was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iii) the stock purchase warrant issued to Haaye de Jong to purchase 250,000 shares of the Company’s common stock was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iv) the Company issued a warrant to Kevin Holinaty to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020; (v) the Company issued a warrant to Haaye de Jong to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020. (See Note 10).

The sale of the Units and the warrants to Kevin Holinaty and Haaye de Jong, the principals of Raul Factor, who have represented that they are “accredited investors” and non-U.S. citizens and in offshore transactions, was made in reliance on Rule 506 of Regulation D and on Regulation S.

Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.

We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations.

On December 10, 2021, the Company filed an action against the Suprock Parties in the United States District Court of the State of Nevada. (See: 2:21-cv-02184-JAD-BNW Quantum Energy Inc. v. PCS Advisors LLC et al). The complaint alleges breach of implied covenant of good faith & fair dealing, unjust enrichment, and breach of contract. The Company is seeking the return of the shares of its common stock and monetary damages.

For the years ended February 28, 2022 and 2020 there were no disagreements with our auditors on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. For the years ended February 28, 2022 and 2020, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

At the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing in our Annual Report on Form 10-K. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of the end of the period covered by this report, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective, because management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties as described below.

While the Company does adhere to internal controls and processes that were designed and implemented based on the COSO report, it is ~~uncertain whether~~difficult with a very limited staff to maintain appropriate segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness. Due to: (i) the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or detected.

Management has evaluated, and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time. Management expects to continue to use reasonable care in following and seeking improvements to effective internal control processes that have been and continue to be in use at the Company.

There were no changes in the Company’s internal control over financial reporting that occurred prior to the Company’s most recent financial quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his/her successor is elected and qualified, or until their earlier resignation or removal. The following table sets forth certain information as of February 28, 2022, regarding the directors and executive officers of the Company. It is followed by a brief description of the business experience of each executive officer.

Mr. Henry has over 30 years’ experience in various executive positions at both Fortune 100 companies as well as in several smaller and start up organizations. He has served these entities as Director, Vice-President, President and Owner. Mr. Henry’s primary expertise is in transportation and logistics. Mr. Henry has led projects internationally in Kuwait, Abu Dhabi and Dubai, as well as large to mid-size oil and gas projects in North Dakota and Minnesota. In the past, he has worked for several different railroads, including the Union Pacific Railroad, BNSF Railway, Arkansas & Missouri Railroad and Twin Cities & Western Railroad. He worked as a consultant, leading the rail practice for Wilbur Smith, who later merged with CDM to become CDM Smith. Mr. Henry was project manager and worked on State Rail Plans and passenger rail capability plans for state departments of transportation.

Mr. Ewert has spent the past 35+ years in senior leadership roles across the technology sector as owner, director, president, and chief operating officer. Mr. Ewert brings expertise in guiding global and national organizations (such as IKON and Ricoh USA) in creative and practical business methods. These collective experiences have resulted in significant participation across private equity and commercial real estate.

Mr. Hinz became a director and chairman of the board on February 28, 2022. He brings more than 40 years of senior executive experience due to his experience as chairman, CEO, corporate director and president for several global companies.

Prior to joining Quantum, Mr. Hinz served as CEO of Easy Energy Systems Inc. from April 2010 to 2011. From 2011 to 2014 he served as CEO of TrailerPro Technologies,. CEO and chairman of HB-Medtek (TASE) Inc., Executive Vice President of Operations and then President of Stolper-Fabralloy Company, Group President and CEO of Triumph Aerospace. Mr. Hinz’ career began at AlliedSignal Aerospace (now Honeywell) where he rose through the ranks to hold various executive level positions from Senior VP of Repair & Overhaul, President & CEO of European Operations, and finally President and CEO of Aerospace.

Mr. Hinz spent most of his career in the aerospace and medical industries. From 2007 to 2014, he served as chairman and platform leader of the aerospace and automotive industries for a New York based private equity firm focused on the acquisition and turnaround of US based manufacturers, such as MD Helicopters, American LaFrance, and Global Automotive Systems. Mr. Hinz attended the University of Tennessee, located in Knoxville Tennessee in 1966, and he attended the University of Phoenix from 1985 to 1987.

Mr. Bean has served as a director of the Company ~~will have future taxable income. A reconciliation~~since November, 2020. He also currently serves as Executive Vice President & Co-Founder of Inductance Energy Corporation, a corporation located in Cody, Wyoming. Mr. Bean is a Co-Founder & Manager of WYO TECH Investment Group, LLC, a Wyoming company where he worked from 2016 to the present. His eclectic career has utilized his talents while employed by Hilton Hotels & Mirage Resorts as a Credit & International Marketing Executive for over 10 years from 1989 to 2000. While at Hilton Mr. Bean was primarily responsible for developing business from a Japan, Thailand, & Malaysia customer base; as well as USA domestic clients. From 2005 to 2006, Mr. Bean served as a Marketing Director for World Financial Group within the AEGON Companies. Mr. Bean attended Brigham Young University and the University of Nevada at Las Vegas.

Mr. Ker has served as director of the ~~benefit for income taxes with amounts determined by applying the statutory federal income tax rate (34%)~~Company from 2020 to the ~~loss before income taxes~~present. From 2015 to the present, he has also served as CFO at Ridgeline Canada Inc., an environmental services company that provides consulting services to the Oil and Gas industry. Mr. Ker became a director of the company in 2015 and he has worked at Ridgeline since 2015. Since 2012, Mr. Ker has also served as Interim CEO/Director of RDX Technologies, Inc., a publicly traded water treatment company. Mr. Ker is a director of Inductance Energy Corporation, and he has held this position since 2018. Inductance Energy is developing efficient energy sources using magnetic propulsion technology. Prior to these positions, Mr. Ker held various leadership positions as follows: ---------------------- 2010 2009 ---------------------- BenefitDirector of search minerals (Rare Earth Exploration and mine development), CEO at Gryphon Gold Corporation (Gold mining), Transcontinental Printing Inc., National Gold Corporation (EVP, Gold mining), International Forest Products and Weldwood of Canada. Mr. Ker earned a Bachelor of Science degree in Forestry from the University of British Columbia in 1979.

William Westbrook has served as the Chief Financial Officer of Quantum since December 9, 2020. Mr. Westbrook possesses a background in technology, cross-border trade, real estate development, corporate finance, national politics, and economics. Mr. Westbrook has approximately 8 years’ experience with managing small publicly traded enterprises, in reporting and compliance within the international trade, real estate, software, and international energy industries. At Quantum Mr. Westbrook oversees the finance and accounting necessary for ~~income taxes computed using~~compliance with US and international regulatory requirements. From March 1 2008 to April 1, 2021, Mr. Westbrook worked as a consultant and interim officer for various small to medium size companies in the ~~statutory~~same capacity. During this time he worked to develop an online platform for physical commodity arbitrage that addresses the issue of scarcity through economic information and logistics management software. From 2006 to 2007, Mr. Westbrook worked as an assistant controller for Lennar Land Development, a branch of Lennar Corp., where he performed accounting operations and new land purchase analysis. In 2001 Mr. Westbrook received a Bachelor of Arts in Economics from Brigham Young University, located in Provo Utah.

Mr. Mallmes served as the President of the Company from November, 2017 to September, 2020. He has also served as a director of the Company from November 2017 to the present. From 1997 to the present Mr. Mallmes has owned and operated Big Barge Dock Systems, Inc. That company builds marinas.

In November 2017, we adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

In November 2017, we established an audit committee, a compensation committee and a nominating and corporate governance committee and we adopted charters for each of these committees. As of January 1, 2021, each of these committees has three directors, one of which was independent. Mr. Ballmann was appointed as the audit committee financial expert. As of the date of this report, Mr. Ballmann has resigned as a director and as a member of these committees. Also, as of the date of this report, none of these committees have formally met or become functional. In the near future, we intend to appoint a new independent director who will qualify as a financial expert on our audit committee.

Our board of directors has determined that Mr. Ballmann, who at the time was a member of the audit committee, qualified as an “audit committee financial expert” as defined in item 407(d)(5)(ii) of Regulation S-K and is “independent” as the term is used in item 7(d)(3)(iv) of schedule 14a under the Securities Exchange Act of 1934, as amended. Mr. Ballmann is no longer a director and therefore is no longer a member of the Audit Committee. We intend to appoint a new independent director who will be an audit committee financial expert on our audit committee.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities for the years ending February 28, 2019 and February 28, 2020.

The following tables set forth, as of the February 28, 2022, the ownership of our Common Stock by each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, and by our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

Separately in April 2019, the Company borrowed $3,325 from Raleigh Kone and John Provacek. These loans are evidenced by demand promissory notes that bear interest at the rate of ~~34% $ 47,854 $ 201,363 Non-deductible expense - - Change~~6% per annum. In connection with the loan from Mr. Provacek, the Company also issued to Mr. Provacek a warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.25, which warrant expires three years after issuance. The Company also borrowed $3,390, from Jeffrey Mallmes, which loan is evidenced by a demand promissory note that bears interest at the rate of 6% per annum.

In March and April 2019, the Company’s board of directors authorized the issuance of 1,925,000 warrants to purchase shares of the Company’s common stock to officers, directors and other individuals as incentives for said individuals continuing efforts to find opportunities for and provide services to the Company. The warrants have an exercise price of $0.25 and are exercisable for three years.

On March 15, 2019, the Company borrowed $5,000 from Raleigh Kone, a stockholder. This loan is evidenced by a demand promissory note which bears interest at the rate of 8% per annum, computed on the basis of actual number of days based upon a 360-day year. Mr. Kone became a director and co-Chairman of the Company’s board of directors and Executive Vice President on April 23, 2019. The principal and interest due under this note are outstanding as of February 28, 2022.

In April 2019, the Company borrowed $12,500 from Jeffrey Mallmes, President, Treasurer, and director of the Company, and $12,500 from Raleigh Kone, CEO and director of the Company. These loans are evidenced by promissory demand notes which bear interest at the rate of 6% per annum, computed on the basis of actual number of days based upon a 360-day year. Each lender also received warrants to purchase 225,000 shares of the Company’s common stock. The warrants have an exercise price of $0.25 and expire three years after issuance. The principal and interest due under these notes are outstanding as of February 28, 2022.

Mr. Mallmes and certain stockholders of the Company have advanced to the Company in ~~valuation allowance (47,854) (201,363) ---------------------- Provision~~the aggregate approximately $200,000 during the period from 06/26/2018 to 03/30/2019 These funds were used to pay legal, accounting and various operating expenses of the Company.

The aggregate fees billed by BF Borgers, Independent Registered Public Accounting Firm, for ~~income taxes $ - $ - ====================== F-14~~ professional services rendered for the audit of our annual financial statements for the fiscal years ended February 29, 2020 and February 28, 2022 were $48,600 and $48,600, respectively, with a total for both years of $97,200

The aggregate tax fees billed by BF Borgers, Independent Registered Public Accounting Firm, for professional services rendered for tax services for the fiscal years ended February 28, 2022 and February 29, 2020 was $-0- and $-0-,respectively.

There were no other fees billed by BF Borgers, Independent Registered Public Accounting Firm, for professional services rendered during the fiscal years ended December 31, 2020 and 2019, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

All Section 16A reporting is current with the filings of both Form 3s and Form 4s.

104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

Pursuant to the requirements of Section 13 or 15(d) 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 ENERGY INC. Notes to the Financial Statements February 28, 2010 and 2009 (Stated in US Dollars) Note 6 Income Taxes (Continued) Significant components of the Company's deferred tax assets were as follows at February 28, 2010 and February 29, 2009. -------------------------- 2010 2009 -------------------------- Deferred tax assets and liabilities: Stock to be issued for expenses $ 259,250 $ 259,250 Tax operating loss carry forward 1,457,275 1,409,421 -------------------------- 1,716,525 1,668,671 Valuation allowance (1,716,525) (1,668,671) -------------------------- Net deferred tax asset $ - $ - ========================== Note 7 Subsequent Events The Company has evaluated subsequent events through June 9, 2010, the date which the financial statements were available to be issued. F-15

Fiscal Year 2020	HIGH		LOW
First Quarter (Mar. 1, 2019 – May 31, 2019)	$	.18	$	.15
Second Quarter (June 1, 2019 – August 31, 2019)		.14		.09
Third Quarter (Sept. 1, 2019 – Nov. 30, 2019)		.13		.05
Fourth Quarter (Dec. 1, 2019 – Feb. 28, 2021)		.99		.20
Fiscal Year 2019
First Quarter (Mar. 1, 2018 – May 31, 2018)	$	0.25	$	0.106
Second Quarter (June 1, 2018 – August 31, 2018)		0.75		0.20
Third Quarter (Sept. 1, 2018 – Nov. 30, 2018)
Fourth Quarter (Dec. 1, 2018 – Feb. 28, 2019)
Fiscal Year 2018
First Quarter (Mar. 1, 2017 – May 31, 2017)		0.309		0.15
Second Quarter (Jun. 1, 2017- Aug. 31, 2017)		0.229		0.10
Third Quarter (Sept. 1, 2017 – Nov. 30, 2017)		0.165		0.153
Fourth Quarter (Dec. 1, 2017 – Feb. 28, 2018)		0.175		0.066

	February 28 2022		February 28 2021
0% unsecured note payable - December 2013, due on demand	$	2,000	$	2,000
0% unsecured note payable - November 2015, due on demand		980		980
8% unsecured note payable - October 2018, due on demand		5,000		5,000
6% unsecured note payable – April 2019, due on demand		3,325		3,325
8% unsecured notes payable - October 2019, due on demand		65,000		65,000

Total Notes Payable	$	76,305	$	76,305

	February 28, 2022		February 28, 2021
0% unsecured note payable - October 2015, due on demand -written off in settlement		––	$	2,300
0% unsecured note payable – November 2015, due on demand – written off in settlement		––		2,000
8% unsecured note payable - October 2018, due on demand – written off in settlement		––		60,000
6% unsecured note payable – April 2019, due on demand		15,825		15,825
6% unsecured note payable – April 2019, due on demand		15,890		15,890
8% unsecured note payable - October 2019, due on demand		10,000		10,000
TOTAL	$	41,715	$	106,015

	February 28, 2022					February 28, 2021
	Warrants			Price (a)		Warrants			Price (a)
Beginning balance		2,925,000		$	.25		3,925,000		$	.25
Issued	––			––		––			––
Exercised	––			––		––			––
Expired		(1,000,000	)	––			(1,000,000	)	––
Ending balance		1,925,000		$	0.25		2,925,000		$	.25

Date of Grant	Warrants outstanding		Warrants exercisable		Price		Remaining term (years)
March 20, 2019		1,250,000		1,250,000		.25		.05
April 17, 2019		675,000		675,000		.25		.13
Total warrants		1,925,000		1,925,000	$	.25		.08

Adjusted diluted EPS from continuing operations	Non-GAAP measure defined as diluted earnings per share from continuing operations before the one-time, non-cash income tax benefit

Adjusted income from continuing operations	Non-GAAP measure defined as income from continuing operations before the one-time, non-cash income tax benefit


GAAP	Generally Accepted Accounting Principles
QEGY	Quantum Energy Inc.
SEC	United States Securities and Exchange Commission

	1.	Rare Earth and Ferrite (Iron) Magnets that are used in a wide variety of appliances and electronics that can be recovered, that were disposed of in the United States and Canada. These appliances include; televisions, computers, refrigerators, microwaves, dishwashers, as well as motor vehicles, and used electrical motors. Quantum is working with a wide variety of returned merchandise centers, landfills, and other recycling businesses to secure these resources. These types of magnet resources can be mechanically gathered, and reprocessed for use by IEC, and other customers.

	2.	Fly ash and fly bottom waste streams. Fly ash and fly bottom waste streams are the remaining byproduct of coal combustion. There are billions of pounds of fly ash and fly bottom waste that are produced each and every year in the United States and Canada, as well as foreign countries. Currently Quantum has two large developmental projects to recover and test both fly ash and fly bottom waste streams for their rare earth content. These two sources currently produce just over 1.4 billion pounds of fly ash and fly bottom waste on an annual basis. Well-known resource testing shows that most fly ash, as well as fly bottom waste streams on average contain about 1.85% rare earth material.

	3.	Coal and other mining resources. Currently in the United States and Canada, the mining of coal to be consumed in coal power plants is in rapid decline. Coal producing states such as Wyoming, Kentucky, and West Virginia must move from a coal-based economy or continue to face declining royalty revenues from these natural resources. Rare earth minerals could be one answer to this problem. It is well known from a wide variety of Department of Energy studies that coal, and coal byproducts contain high concentrations of rare earth materials. Quantum is in negotiations with several operating and now defunct coal bearing properties in order to secure rights to process and refine rare earth materials.

3.	the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt securities; or

4.	the date on which we are deemed to be a “large accelerated filer”, as defined in section 240.12b-2 of title 46, Code of Federal Regulations, or any successor thereto.

1.	Report of Independent Registered Public Accounting Firm;
2.	Consolidated Balance Sheets as of February 28, 2022 and 2020;
3.	Consolidated Statements of Operations for the years ended February 28, 2022 and 2020;
4.	Consolidated Statement of Changes in Stockholders’ Deficit for the years ended February 28, 2022 and 2020;
5.	Consolidated Statements of Cash Flows for the years ended February 28, 2022 and 2020;
6.	Consolidated Notes to Financial Statements.

Name	Age		Position

Robert Henry		50	Director
Harry Ewert		61	Director and CEO
William Hinz		76	Director and Chairman
Douglas C. Bean		56	Director and Treasurer
Anthony Ker		65	Director and Secretary
Jeffrey Mallmes		64	Director
William Westbrook		45	Chief Financial Officer

		Amount and Nature of Beneficial Ownership		Percent of Class
Name and Address of Beneficial Owner	Title of Class		(1)		(2)
Jeffrey Mallmes (3)
1200 Trans Canada Highway
Sicamous, BC, Canada V0E2VO	Common Stock		7,584,395		15.64	%
Kandy, LP (4)
PO Box 1169
Big Fork, Montana 59911	Common Stock		7,449,622		15.47	%
Robert C. Henry 1742 Carriage
Dr.
Victoria, MN 55386	Common Stock		3,000,000		6.19	%

Security Ownership of Management
		Amount and
		Nature of
		Beneficial		Percent of Class
Name and Address of Beneficial Owner	Title of Class	Ownership (1)			(2)
Jeffrey Mallmes (3)
1200 Trans Canada Highway
Sicamous, BC, Canada V0E2VO	Common Stock		7,584,395		15.64	%
Kandy LP (4)
PO Box 1169
Big Fork, Montana 59911	Common Stock		7,449,622		15.47	%
Raleigh C. Kone (5)
(address)
All Officers and Directors as a group
(5 person) (3) (4)	Common Stock		16,334,017		33.68	%

	(1)	The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

	(2)	Based on 48,491,485 shares of Common Stock issued and outstanding as of February 28, 2022.

	(3)	Jeffrey Mallmes, director, beneficially owns directly and indirectly an aggregate of 7,584,395 shares of our Common Stock as follows: directly, 3,459,173 restricted shares and 352,097 unrestricted shares; indirectly 2,000,000 restricted shares in the name of The Big Barge Company Inc. (which is owned by Mr. Mallmes); and indirectly 1,773,125 restricted shares in the name of Oopik Holdings LTD (which is owned by Mr. Mallmes). Mr. Mallmes disclaims any beneficial ownership of shares owned by Janice Mallmes, his wife.

	(4)	Andrew J. Kacic beneficially controls the shares held by Kandy, LP. Mr. Kacic is also owns indirectly through Kandy, L.P. a 3-year warrant to purchase 1,000,000 shares of our common stock at $0.25 per share.

	(5)	Mr. Kone owns a 3 year warrant issued March 20, 2019 to purchase 150,000 shares of common stock and a 3 year warrant to purchase 225,000 shares of common stock.

Exhibit Number	Description	Page Number or Incorporation by Reference to
3.1	Articles of Incorporation	Exhibit 3.1 to Form S-1 filed 6.26.18
3.2	Bylaws	Exhibit 3.2 to Form S-1 filed 6.26.18
3.3	Certificate of Amendment to the Articles of Incorporation	Exhibit 3.3 to Form S-1 filed 6.26.18
3.4	Certificate of Amendment to the Articles of Incorporation 5.24.06	Exhibit 3.4 to Form S-1A filed 11.28.18
3.5	Certificate of Amendment to the Articles of Incorporation 6.12.06	Exhibit 3.5 to Form S-1A filed 11.28.18
3.6	Certificate of Amendment to the Articles of Incorporation 9.16.13	Exhibit 3.6 to Form S-1A filed 11.28.18
3.7	Certificate of Amendment to the Articles of Incorporation 3.20.14	Exhibit 3.7 to Form S-1A filed 11.28.18
3.8	Certificate of designation 3.20.14	Exhibit 3.8 to Form S-1Afiled 11.28.18
3.9	Cert of Designation 4.03.14	Exhibit 3.9 to Form S-1A filed 11.28.18
3.10	Cert of Amendment 6.11.18	Exhibit 3.10 to Form S-1A filed 11.28.18
3.11	Cert of withdrawal of designation of certificate designation 11.26.18	Exhibit 3.11 to Form S-1A filed 11.28.18
3.12	Articles of Incorporation 12.05.18	Exhibit 3.12 to Form S-1A filed 12.6.18
10.1	Audit Committee Charter	Exhibit 10.1 to Form S-1 filed 6.26.18
10.2	Compensation Committee charter	Exhibit 10.2 to Form S-1 filed 6.26.18
10.3	Nominating and corporate governance committed charter	Exhibit 10.3 to Form S-1 filed 6.26.18

14	Code of Business Conduct and Ethics	Exhibit 14.1 to Form S-1 filed 6.26.18
21	List of Subsidiaries of Quantum Energy Inc.	Exhibit 21.1 to Form S-1A filed 11.9.18
31.1	Mutual Agreement to Cancel/Rescind Binding Letter of Intent with IEC dated 4.23.19
31.2	Asset Swap Agreement – 5.24.19 w/ Looper and Quay
32.1	Form of certificate of Designation, Preferences and Rights of Series W Convertible Preferred Stock (not filed in Nevada)
32.2	Section 906 Certification of Chief Financial Officer

	*	To be filed by amendment.
	**	These certifications pursuant to 18 U.S.C. Section 1350 by the Company’s Chief Executive Officer and Chief Financial Officer, furnished as Exhibit 32 to this Annual Report on Form 10-K, will not be deemed to be filed with the Securities and Exchange Commission or incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates such certifications by reference.