MineralRite (RITE) 10-Q 2009 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: FOR THE QUARTERLY PERIOD ENDED March 31, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from_______to______

Commission File Number: 000-27739

Royal Quantum Group, Inc.

 (Exact name of small business issuer as specified in its charter)

Nevada	77-0517966
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Suite #145, 251 MidPark Blvd S.E. Calgary, AB Canada T2X 1S3

(Address of principal executive offices)

(403) 288-4321

(Issuer’s Telephone Number)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes  oNo

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes  xNo

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date.  As of April 30, 2009 there were 48,020,338 shares of the issuer's $.001 par value common stock issued and outstanding.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

ROYAL QUANTUM GROUP, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
	(Unaudited)			(Audited)
	March 31,			December 31,
ASSETS	2009			2008
Current Assets:
Cash & Cash Equivalents	$	128,506		$	90,363
Total Current Assets		128,506			90,363
Fixed Assets:
Furniture & Fixtures		1,851			1,851
Less: Accumulated Depreciation		(1,018	)		(925	)
Total Fixed Assets		833			926
Other Assets:
Intangible Assets		1			1
Mineral Property & Deferred Expenditures		0			0
Total Other Assets		1			1
Total Assets	$	129,340		$	91,290
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	81,324		$	86,082
Notes Payable		243,463			235,755
Deposits-Share subscriptions		80,000			0
Related Party Payables		117,020			98,262
Shareholder Loans		19,845			19,845
Total Current Liabilities		541,652			439,944
Total Liabilities		541,652			439,944
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 500,000,000 shares
Issued 48,020,338
Shares at March 31, 2009 and Dec 31, 2008		48,020			48,020
Paid-in Capital		4,480,442			4,480,442
Deficit Accumulated During the
Development Stage		(4,940,774	)		(4,877,116	)
Total Stockholders' Equity		(412,312	)		(348,654	)
Total Liabilities and Stockholders' Equity	$	129,340		$	91,290
The accompanying notes are an integral part of the financial statements

1

ROYAL QUANTUM GROUP, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
							Cumulative
							since
							August 23,
	For the three months						2002
	ended						inception of
	March 31,						development
	2009			2008			stage
Revenues	$	-		$	-		$	-
		-			-			-
Expenses
Consulting Fees		49,650			120,000			1,097,163
Compensation Expense		-			-			273,790
Exploration Expense		-			-			475,949
General & Administrative		6,299			23,207			484,275
Loss from Operations		(55,949	)		(143,207	)		(2,331,177	)
Other Income (Expenses)
Write-down of Assets		-			-			(157,986	)
Foreign currency exchange gain (loss)		(565	)		10,237			16,568
Interest (Expense)		(7,144	)		(7,853	)		(680,923	)
Interest Income		-			-			263
Forgiveness of debt		-			-			46,520
Total Other Income (Expense)		(7,709	)		2,384			(775,558	)
Net Loss from Continuing Operations	$	(63,658	)	$	(140,823	)	$	(3,106,735	)
Discontinued Operations
Loss from operation of discontinued component		-			-			(1,967,294	)
Gain pn disposal net of tax effect of $0		-			-			133,255
Net Income (Loss) from Discontinued Operations		-			-			(1,834,039	)
Net Loss	$	(63,658	)	$	(140,823	)	$	(4,940,774	)
Basic and Diluted Loss Per Share
Continuing Operations		0.00			0.00
Loss per share		0.00			0.00
Weighted Average Shares Outstanding		48,020,338			39,215,338
The accompanying notes are an integral part of the financial statements

2

ROYAL QUANTUM GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
							Cumulative
							since
							August 23,
							2002
	For the three months						inception of
	March 31, ended						development
	2009			2008			stage
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(63,658	)	$	(140,823	)	$	(4,940,774	)
Net Income/(Loss)from Discontinued Operations		-			-			1,578,681
Adjustments to reconcile net income (loss) to
net cash provided (used in) operating activities:
Depreciation		93			93			1,018
Write-down of mineral property		-			-			475,949
Write-down of assets		-			-			10,000
Stock issued for interest		-			-			600,000
Stock issued for start up costs		-			-			12,600
Stock issued for services		-			-			644,390
Forgiveness of debt		-			-			(46,520	)
Foreign currency exchange loss (gain)		565			(10,237	)		(16,568	)
Increase (decrease) in interest on notes payable		7,144			7,852			74,237
Increase (decrease) in accounts payable		(4,758	)		4,865			331,087
Increase (decrease) in related party accounts payable		18,758			4,953			79,378
Net cash provided (used in) continuing activities		(41,856	)		(133,297	)		(1,196,522	)
Net cash provided (used in) discontinuing activities		-			-			386,515
Net cash provided by (used in) operating activities		(41,856	)		(133,297	)		(810,007	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Mineral Property		-			-			(10,000	)
Investment in Oil Property		(1	)		-			(417,200	)
Purchase of fixed assets		-			-			(1,851	)
Net cash provided by (used in) investing activities		(1	)		0			(429,051	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loans		-			-			136,027
Proceeds for share subscriptions		80,000			-			80,000
Payment on shareholder loans		-			(6,000	)		(88,182	)
Proceeds from notes payable		-			-			685,795
Contributed capital		-			-			2,842
Stock issued in exchange for cash		-			182,000			551,082
Net cash provided by (used in) financing activities		80,000			176,000			1,367,564
Net (Decrease) increase in Cash and Cash Equivalents		38,143			42,703			128,506
Cash and Cash Equivalents at Beginning of Period		90,363			3,448			-
Cash and Cash Equivalents at End of Period	$	128,506		$	46,151		$	128,506
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	-		$	12
Income taxes	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock issued in plan of reorganization	$	-		$	-		$	858
Stock issued in asset acquisition	$	-		$	-		$	2,243,000
Stock issued for services	$	-		$	-		$	594,390
Stock issued for investment in oil property	$	-		$	-		$	58,750
Stock issued for cancellation of debt	$	-		$	-		$	674,700
Shareholder loans converted to paid in capital	$	-		$	-		$	3,000
Stock issued for Accounts Payable	$	-		$	-		$	52,500
The accompanying notes are an integral part of the financial statements

3

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of accounting policies for Royal Quantum Group, Inc. (the “Company”) is presented to assist in understanding the Company's financial statements.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Interim Financial Statements

The unaudited financial statements as of March 31, 2009 and the three months then ended, reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of the operations for the three months then ended.  Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.

Nature of Operations and Going Concern

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several conditions and events cast doubt about the Company’s ability to continue as a “going concern”.  The Company has incurred net losses of approximately $4,940,774 for the period from August 23, 2002 (inception of development stage) to March 31, 2009 has a liquidity problem, and as of March 31, 2009 has no sources of revenue.  In the interim, shareholders of the Company have committed to meeting any shortfall of operational cash flow.   In addition the company may require increasing equity and debt financing in order to finance its business activities on an ongoing basis.

These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”.  While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful.

If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.

4

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

The Company was incorporated under the laws of the State of Nevada on October 22, 1996 under the name PSM Corp.  The Company ceased all operating activities during the period from October 22, 1996 to July 9, 1999 and was considered dormant. On July 9, 1999, the Company obtained a Certificate of renewal from the State of Nevada.

On October 3, 2002, the Company changed its name to Platinum SuperYachts, Inc. in anticipation of a merger with SuperYachts Holdings, Inc. (a Nevada Corporation that was incorporated on August 23, 2002).  On November 15, 2002, the shareholders of the Platinum SuperYachts, Inc. completed a stock exchange agreement with SuperYachts Holdings, Inc. dated August 8, 2002.  The merger was accounted for as a reverse merger, with SuperYachts Holdings being treated as the acquiring entity for financial reporting purposes.

For financial reporting purposes, Platinum SuperYachts, Inc. was considered a new reporting entity on November 15, 2002

On November 23, 2005 holders of a majority of the Company’s common stock approved an Amendment to change the name of the Company to Royal Quantum Group, Inc., to increase the number of shares of common stock the Company is authorized to issue to 500,000,000 and to authorize the Company to issue up to 10,000,000 shares of preferred stock.

As of March 31, 2009, the Company is in the development stage.

Nature of Business

Royal Quantum Group Inc. is a public company trading on the OTCBB market under the symbol RYQG.  Royal Quantum is focused on the acquisition, exploration and development of resource and mineral properties located within favorable geo-political climates.

5

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Depreciation and Amortization

Fixed assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets which range from three to five years.  Fixed assets consisted of the following at March 31, 2009 and December 31, 2008:

	March 31,			December 31,
	2009			2008
Furniture & Fixtures	$	1,851		$	1,851
Less accumulated depreciation		(1,018	)		(925	)
Total	$	833		$	926

Maintenance and repairs are charged to operations; betterments are capitalized.  The cost of property sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and related accumulated depreciation accounts, and any resulting gain or loss is credited or charged to income.

Total depreciation expense for the three months ended March 31, 2009 and the year end December 31 2008 was $93 and $370 respectively.

6

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

The Company has adopted the Financial Accounting Standards Board SFAS No., 142, “Goodwill and Other Intangible Assets.”  SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually.  In addition, SFAS 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life.  An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142.

Intangible Assets consisted of the following at March 31, 2009 and December 31, 2008:

	March 31		December 31,
Intangible Asset	2009		2008		Amortization Period
E-Learning System	$	1	$	1	Indefinite
Less accumulated amortization		-		-
Total	$	1	$	1

Total amortization expense for the three months ended March 31, 2009 and December 31, 2008 was $0 and $0 respectively.

Pervasiveness of Estimates

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

Foreign Currency Translation

The Company's primary functional currency is the U.S. dollar.  However, the Company has a few transactions in Canada. Transaction gains and losses are included in income.

7

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentrations of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company had cash and cash equivalents in the amount of $128,506 and $90,363 as of March 31, 2009 and December 31, 2008.

Earnings (Loss) per Share

Basic loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years.  There were no common equivalent shares outstanding at March 31, 2009 and 2008.

Stock Compensation for Non-Employees

Effective June 1, 2006, the company adopted the provisions of SFAS No. 123 (R) requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award. Prior to June 1, 2006, the company accounted for awards granted to employees under its equity incentive plans under the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations, and provided the required pro forma disclosures prescribed by SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as amended. No stock options were granted to employees during the years ended December 31, 2006, and 2005 and accordingly, no compensation expense was recognized under APB No. 25 for the years ended December 31, 2007, and 2006. In addition, no compensation expense is required to be recognized under provisions of SFAS No. 123 (R) with respect to employees.  Under the modified prospective method of adoption for SFAS No. 123 (R), the compensation cost recognized by the company beginning on June 1, 2006 includes (a) compensation cost for all equity incentive awards granted prior to, but not vested as of June 1, 2006, based on the grant-dated fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all equity incentive awards granted subsequent to June 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No, 123 (R). The company uses the straight-line attribution method to recognize share-based compensation costs over the service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock units, deferred tax assets for options and restricted stock units with multiple vesting dates are eliminated for each vesting

8

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Compensation for Non-Employees (Continued)

period on a first-in, first-out basis as if each vesting period was a separate award. To calculate the excess tax benefits available for use in offsetting future tax shortfalls as of the dated of implementation, the company followed the alternative transition method discussed in FASB Staff Position No. 123 (R)-3.  During the periods ended December 31, 2008 and 2007, no stock options were granted to non-employees. Accordingly, no stock-based compensation expense was recognized for new stock option grants in the Statement of Operations and Comprehensive Loss at December 31, 2008 and 2007.

Financial Instruments

The Company’s financial instruments, as defined under SFAS No. 107, Disclosure about Fair Value of Financial Instruments, include its cash and cash equivalents, accounts payable and accrued liabilities. Except as otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying values due to the short-term maturities of these instruments.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No.109, “Accounting for Income Taxes.”  SFAS No.109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.

Recent Accounting Standards

In February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159 provides companies with an option to report selected financials assets and liabilities at fair value.  The objective of SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently.  Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings.  The FASB has indicated it believes that SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting.  SFAS 159 also establishes presentation and

9

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards (Continued)

 disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities.  SFAS 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS 157 and SFA No. 107, “Disclosures about Fair Value of Financial Instruments.” SFAS 159 is effective for the Company as of the beginning of fiscal year 2009.  The adoption of this pronouncement is not expected to have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  This Statement is effective for fiscal years beginning on or after December 15, 2008.  Early adoption is not permitted. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.

In December 2007, the FASB issued No. 141(R),  “Business Combinations” (“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business combination. SFAS 141(R) also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141(R) is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require the Company to adopt these provisions for business combinations occurring in fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not permitted.  Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.

10

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards (Continued)

In March 2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting.  This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.

NOTE 2 - INCOME TAXES

	2008			2007
Net Operating Losses	$	4,250,000		$	3,963,988
Accrued Consulting Fees		33,000			39,251
Valuation Allowance		(4,283,000	)		(4,003,239	)
	$	-		$	-

As of December 31, 2008, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $12,510,000 that may be offset against future taxable income through 2025.  Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.  No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused.  Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.

11

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 2 - INCOME TAXES (Continued)

The provision for income taxes differ from the amount computed using the federal US statutory income tax rate as follows:

	2008			2007
Provision (Benefit) at US Statutory Rate	$	(413,854	)	$	(141,145	)
Stock Compensation / Interest		127,500			-
Excess Capital Losses over Capital Gains		(3,400	)		-
Accrued Consulting Fees		7,421			-
Depreciation and other		2,572			(75	)
Increase (Decrease) in Valuation Allowance		279,761			141,220
	$	-		$	-

The Company evaluates its valuation allowance requirements based on projected future operations.  When circumstances change and causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.

NOTE 3 - DEVELOPMENT STAGE COMPANY/GOING CONCERN

The Company has not commenced its intended principal operations and as is common with a development stage company, the Company has had recurring losses.  Continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to be successful in its planned activity, and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and long term financing, which will enable the Company to operate for the coming year.

NOTE 4- INVESTMENT IN OIL & GAS PROPERTY

In January of 2008 the company acquired an option to purchase a 6,000 acre Oil & Gas property located in the state of Ohio.  The closing date of the transaction was extended to July 31, 2008 and was subject to financing.Pursuant to the agreement, the Company paid the seller $325,000 in cash and issued 125,000 shares of stock valued at $58,750 for the acquisition and extension of the agreement.  The Company had capitalized a total of $475,949 related to this property.

In October, the company issued notice to the landowner of the Ohio Oil & Gas property of its intent to not pursue the acquisition of the project.  The company has also issued a demand letter to the land owner for the return of the $300,000 paid in June for the extension.  No response has been received from the land owner to date; the company will continue to pursue the return of the funds.  Since the entire amount is deemed abandoned on December 31, 2008, $475,949 has been written off as an exploration expense.

12

ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 5 – INVESTMENT IN MINERAL PROPERTY

In May 2007, we entered into a Purchase Agreement (“Agreement”) with U3, LLC (“U3”) to acquire a 100% interest in 1,540 acres that consist of 77 claims of prospective uranium property located adjacent to the Sheep Mountain Mine in Fremont County, Central Wyoming, approximately 90 miles southwest of Casper, Wyoming.  We paid $10,000 to U3 when we executed the Agreement on May 28, 2007. However, we later agreed with U3 not to continue to acquire the claims, due to delays in receiving WMC numbers on the claims, and we have requested U3 return the $10,000 as per the agreement terms.  The company did not issue any shares pursuant to this agreement and as of the date of this report has not received the $10,000.  After numerous attempts to collect on the $10,000, the company has written the debt off as bad debt expense.

NOTE 6 - LEASE AGREEMENT

The company has entered into a month-to-month lease agreement for an office in Calgary, Alberta, Canada.  This lease can be canceled on one month’s written notice. The current lease requires rental payments of approximately $250 ($250 Canadian Dollars) per month plus applicable taxes effective October 1, 2007 after consolidating leased space.  Prior to October 1, 2007, the lease was approximately $4,854 per month plus applicable taxes. For the year ended December 31, 2008 and 2007 the Company had $3,000 and $14,879 respectively in rent expense.

During 2008, the Lessor wrote off the entire balance owed to them through March 31, 2008.  The company has recorded $29,025 in forgiveness of debt as of December 31, 2008.

NOTE 7 - UNCERTAIN TAX POSITIONS

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of FIN 48 did not have a material impact on the company’s condensed consolidated financial position and results of operations. At January 1, 2007, the company had no liability for unrecognized tax benefits and no accrual for the payment of related interest and penalties. The Company did not record a cumulative effect adjustment relating to the adoption of FIN 48.

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ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 7 - UNCERTAIN TAX POSITIONS - CONTINUED

Interest costs related to unrecognized tax benefits are classified as “Interest expense, net” in the accompanying condensed consolidated statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest and penalties expense related to unrecognized tax benefits during 2007. In many cases the company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. With few exceptions, the company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2004. The following describes the open tax years, by major tax jurisdiction, as of December 31, 2007:

United States (a) 2004 - Present

(a) Includes federal as well as state or similar local jurisdictions, as applicable.

NOTE 8 - RELATED PARTY TRANSACTIONS

As of March 31, 2009 and December 31, 2008, the Company owed Santeo Financial $107,760 and $89,353 respectfully for consulting services.  Ron Ruskowsky, President and CEO of the Company is an affiliate of Santeo Financial.  Currently the Company has an agreement with Santeo Financial whereby Santeo Financial provides consulting services in exchange the Company agrees to pay a consultant fee of $15,000 per month.

As of March 31, 2009 and December 31, 2008, the Company owed Phil Van Angren, an officer and director of the Company, $7,915 and $7,564 respectfully for consulting services performed as the Exploration Manager.

As of March 31, 2009 and December 31, 2008 the Company owed Roger Janssen, an officer and director of the Company $1,345 for incurred expenses.

As of March 31, 2009 and December 31, 2008, shareholders have advanced the Company $19,845, payable on demand and do not carry an interest rate.  This transaction has been recorded in the accompanying financial statements as Shareholder loans.

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ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 9 - COMMON STOCK AND WARRANTS

In March 2009 the Company announced its intent to raise up to USD $1 million through the issuance of up to 400 units at a price of USD $2,500 per unit (“Unit”).  The funds were to be used for participation in the drilling of oil & gas wells in the state of Oklahoma and for working capital.  Each Unit was to consist of 5,000 restricted common shares of the Company and would pay a dividend to the unit holder on a portion of the revenue received from the wells.  In addition, each unit would carry an option to purchase shares in the Company at $0.25 per share for a period of 18 months.

In June 2008 the company received a loan of $500,000 from a private investor.  The loan carried an interest rate of 15% and was due and payable on or before July 31, 2008.  The terms of the note allow for a 1% per week penalty up to a maximum of 10%.  As part of the agreement, 6,250,000 shares were placed into escrow for security.  The Lender had the right at his sole discretion, to convert any unpaid debt, along with any interest due, into free-trading common stock of the Company at a conversion price of forth cents ($0.40) per share.  The funds from this loan were used for the Ohio Property Extension payment, payment for a third party engineering evaluation of the Ohio Property and working capital.  In September 2008 the company issued 6,250,000 shares held in escrow as satisfaction for the $500,000 note due plus interest of $75,000 and penalties of $50,000 to a private investor at a value of ten cents ($0.10) per share.  The market value of the shares was sixteen cents ($0.16) the date the loan was satisfied resulting in additional interest booked on the financial statements of $375,000 at December 31, 2008.

In May 2008, the Company issued 580,000 shares in a private placement for $0.25 per Unit.  Each Unit entitled the holder to acquire 1 common share of the company’s stock at $0.25 per share and one share purchase warrant, entitling the holder to purchase one share at a price of $0.40 for a period of 12 months from closing of the private placement, resulting in the Company

receiving $145,000 in cash.  The shares were issued in a transaction which the Company believes satisfies the requirements of the Regulation S exemption from the registration and prospectus delivery requirements of the Securities Act of 1933. The Company used those funds for working capital.

In April of 2008 the Company issued 100,000 shares in a private placement for $.25 per share which resulted in the Company receiving $25,000 in cash.  The shares were issued in a transaction which the Company believes satisfies the requirements of the Regulation S exemption from the registration and prospectus delivery requirements of the Securities Act of 1933. The Company used those funds for working capital.

In April of 2008 the Company issued 125,000 shares of restricted stock recorded at $0.47 per share along with a $25,000 cash payment in consideration for an extension on the Anderson Oil & Gas property to May 30, 2008.

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ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 9 - COMMON STOCK AND WARRANTS (Continued)

In March of 2008 we issued 50,000 shares to M2 Law in settlement of outstanding legal invoices totaling $50,000. The shares were recorded at $0.65 per share for a value of $32,500 and the difference of $17,500 was booked as forgiveness of debt.

In March 2008, the Company issued 1,820,000 shares in a private placement for $0.10 per Unit.  Each Unit entitled the holder to acquire 1 common share of the company’s stock at $0.10 per share and one share purchase warrant, entitling the holder to purchase one share at a price of $0.15 for a period of 18 months from closing of the private placement, resulting in the company receiving $182,000 in cash.  The shares were issued in a transaction which the Company believes satisfies the requirements of the Regulation S exemption from the registration and prospectus delivery requirements of the Securities Act of 1933. The Company used those funds for working capital.

On June 26, 2007 the Company issued 333,333 shares of common stock to Randall Lanham in total satisfaction of legal fees in the amount of $20,000.

On May 9, 2007 the company issued 500,000 shares to Phil van Angeren as compensation for his assuming the position of Exploration Manager of the Corporation. These shares have been valued at the market price of $0.29.  Compensation expense of $145,000 has been booked on the accompanying Statement of Operations.

In February 2007, the Company issued 2,653,640 shares in a private placement for $.05 per share which resulted in the Company receiving $132,682 in cash.  The shares were issued in a transaction which the Company believes satisfies the requirements of the Regulation S exemption from the registration and prospectus delivery requirements of the Securities Act of 1933. The Company is using those funds for working capital.

NOTE 10 – NOTES PAYABLE

The Company has a note payable with Integrated Business Concepts, Inc. that is due upon demand and carries and interest rate of 12%.  As of March 31, 2009 the amount owing on the notes is $­­­­­243,463 which consists of principal in the amount of $175,245 and interest of $68,218.

NOTE 11 – SUBSEQUENT EVENTS

In April the company accepted a debt settlement from Santeo Financial Corporation in the amount of $15,000 in exchange for a 4% interest in the Company’s share of the net revenue received from the Gleason Well.

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ROYAL QUANTUM GROUP, INC.

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE 3 MONTHS ENDED March 31 2009 AND 2008

NOTE 11 – SUBSEQUENT EVENTS (Continued)

In May the company closed its intended unit funding at 64 units totaling $160,000.  The Company will earn a 36% participation in the Gleason #4-16, with 67% of the company’s net revenue received being allocated proportionally to the unit holders.

As of the date of this report drilling of the Gleason #4-16 has been completed.  Initial review of the logs indicates the potential for 3 productive zones, the Oswego, Skinner and Viola.  A completion rig is scheduled to move onto the location in the coming weeks.

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Item 2.  Plan of Operation

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

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

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

These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2009.

Overview .  Royal Quantum Group Inc. is a public company trading on the OTCBB market under the symbol RYQG.  Royal Quantum is focused on the acquisition, exploration and development of oil and gas and mineral properties located within favorable geo-political climates.

In February 2007 and in reliance on the exemption from registration under Regulation S, we sold 2,653,640 shares at $0.05 for a total of $132,682. We used those funds for working capital.

On May 9, 2007 we issued 500,000 shares to Phil van Angeren as compensation for his assuming the position of Exploration Manager of the Corporation. These shares have been valued at the market price of $0.29.  Compensation expense of $145,000 has been booked on the accompanying Statement of Operations.

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In May 2007, we entered into a Purchase Agreement (“Agreement”) with U3, LLC (“U3”) to acquire a 100% interest in 1,540 acres that consist of 77 claims of prospective uranium property located adjacent to the Sheep Mountain Mine in Fremont County, Central Wyoming, approximately 90 miles southwest of Casper, Wyoming.  We paid $10,000 to U3 when we executed the Agreement on May 28, 2007. However, we later agreed with U3 not to continue to acquire the claims, due to delays in receiving WMC numbers on the claims, and we have requested U3 return the $10,000 as per the agreement terms.  We did not issue any shares pursuant to this Agreement and as of the date of this report have also not received the $10,000.

On June 26, 2007, we issued 333,333 shares of common stock to Randall Lanham in total satisfaction of legal fees in the amount of $20,000.

In January of 2008 the company acquired an option to purchase a 6,000 acre Oil & Gas property located in the state of Ohio. The closing date of the transaction was extended to July 31, 2008 and was subject to financing.

In February of 2008 the company signed an agreement with First Diversified Financial Services (FDFS) and Launchpad Capital to assist the company in securing the necessary capital for the Anderson Oil and Gas project acquisition.  The agreement required payment of USD $100,000 to FDFS as well as 3% of any cash received and 2% of any debt financing completed as a result of FDFS’s efforts.  Launchpad Capital was to receive a fee of 3.5% of the debt and/or equity portion of the funding received by the company as a result of their efforts.

In March 2008, the Company issued 1,820,000 shares in a private placement for $0.10 per Unit.  Each Unit entitled the holder to acquire 1 common share of the company’s stock at $0.10 per share and one share purchase warrant, entitling the holder to purchase one share at a price of $0.15 for a period of 18 months from closing of the private placement,  resulting in the Company receiving $182,000 in cash.  The shares were issued in a transaction which the Company believes satisfies the requirements of the Regulation S exemption from the registration and prospectus delivery requirements of the Securities Act of 1933. The Company used those funds for working capital.

In April of 2008 we issued 125,000 shares of restricted stock recorded at $0.47 per share along with a $25,000 cash payment in consideration for an extension on the Anderson Oil & Gas property to May 30, 2008.

In March of 2008 we issued 50,000 shares to M2 Law in settlement of outstanding legal invoices totaling $50,000. The shares were recorded at $0.65 per share for a value of $32,500 and the difference of $17,500 was booked as forgiveness of debt.

In April of 2008 the company issued 100,000 shares in a private placement for $.25 per share which resulted in the Company receiving $25,000 in cash.  The shares were issued in a transaction which the Company believes satisfies the requirements of the Regulation S exemption from the registration and prospectus delivery requirements of the Securities Act of 1933. The Company used those funds for working capital.

In May 2008, the Company issued 580,000 shares in a private placement for $0.25 per Unit.  Each Unit entitled the holder to acquire 1 common share of the company’s stock at $0.25 per share and one share purchase warrant, entitling the holder to purchase one share at a price of $0.40 for a period of 12 months from closing of the private placement, resulting in the Company receiving $145,000 in cash.  The shares were issued in a transaction which the Company believes satisfies the requirements of the Regulation S exemption from the registration and prospectus delivery requirements of the Securities Act of 1933. The Company used those funds for working capital.

In June 2008 the company received a loan of $500,000 from a private investor.  The loan carried an interest rate of 15% and was due and payable on or before July 31, 2008.  The terms of the note allow for a 1% per week penalty up to a maximum of 10% at which time the note and all outstanding interest and penalties will be converted into 6,250,000 shares of the company’s stock. The Lender had the right at his sole discretion, to convert any unpaid debt, along with any interest due, into free-trading common stock of the Company at a conversion price of forty cents ($0.40) per share. The funds from this loan were used for the Ohio Property Extension payment, payment for a third party engineering evaluation of the Ohio Property and working capital.

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In June 2008 we paid $300,000 in consideration for an extension on the Ohio Oil & Gas property to July 31, 2008.

In September 2008 the company issued 6,250,000 shares as settlement for a note ($500,000), interest ($75,000) and penalties ($50,000) totaling $625,000 from a private lender.

In October 2008, the company issued notice to the landowner on the Ohio Oil & Gas property of its intent to not pursue the acquisition of the project.  The company has also issued a demand letter to the land owner for the return of the $300,000 paid in June for the extension.  No response has been received from the land owner to date, the company will continue to pursue the return of the funds.  Since the entire amount is deemed abandoned on December 31, 2008, $475,949 has been written off as an exploration expense.

In March 2009 the Company announced its intent to raise up to USD $1 million through the issuance of up to 400 units at a price of USD $2,500 per unit (“Unit”).  The funds were to be used for participation in the drilling of oil & gas wells in the state of Oklahoma and for working capital.  Each Unit was to consist of 5,000 restricted common shares of the Company and would pay a dividend to the unit holder on a portion of the revenue received from the wells.  In addition, each unit would carry an option to purchase shares in the Company at $0.25 per share for a period of 18 months.

Liquidity and Capital Resources.   We had cash of $128,506 as of March 31, 2009, all of which comprised our total current assets. As of the three month period ended March 31, 2009, we also had fixed assets of $833 represented by furniture and fixtures of $1,851 less accumulated depreciation of $1,018. The decrease in total fixed assets is due solely to depreciation.  We also had $1 in intangible assets which was represented by our E-learning System which is related to our former business . Therefore, for the three month period ended March 31, 2009, we had total assets of $129,340.

For the three month period ended March 31, 2009, we had $541,652 in total current liabilities, which was represented by $81,324 in accounts payable, $243,463 in notes payable, $117,020 in related party accounts payable and $80,000 in deposits for share subscriptions, and $19,845 in shareholder loans.  Therefore, for the three months ended March 31, 2009 we had total liabilities of $541,652. We had no other long term liabilities, commitments or contingencies.  Other than anticipated explorations costs associated with the mineral and oil interests that we acquire and anticipated increases in the legal and accounting costs of being a public company, we are not aware of any other known trends, events or uncertainties which may affect our future liquidity.

Results of Operations.

Revenues.  We had no revenue for the three month period ended March 31, 2009 or for the 3 month period ended March 31, 2008.

Operating Expenses and Net Loss. We had a loss from operations of $55,949 for the three month period ended March 31, 2009, as compared to a loss from operations of $143,207 for the three month period ended March 31, 2008. For the three month period ended March 31, 2009, our operating expenses were comprised of general and administrative expenses of $6,300 and consulting fees in the amount of $49,650. We also had $7,144 in interest expense and  a $565 foreign currency exchange loss. Therefore, our net loss for the 3 month period ending March 31, 2009 was $63,658 as compared to a net loss of $140,823 for the three month period ended March 31, 2008.

Our Plan of Operation for the Next Twelve Months. Our focus is to acquire oil and gas, mineral and resource properties for exploration and development with the intent to bring the projects to feasibility at which time we will either contract out the operations or joint venture the project to qualified interested parties.

We had cash of $128,506 as of March 31, 2009. In the opinion of management, our available funds will not satisfy our working capital requirements for the next twelve months.

The company accepted a debt settlement from Santeo Financial Corporation in the amount of $15,000 in exchange for a 4% interest in the Company’s share of the net revenue received from the Gleason Well.

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In May the company closed its intended unit funding at 64 units totaling $160,000.  The Company will earn a 36% participation in the first well, with 67% of the company’s net revenue received being allocated proportionally to the unit holders.

As of the date of this report drilling of the Gleason #4-16 has been completed.  Initial review of the logs indicates the potential for 3 productive zones, the Oswego, Skinner and Viola.  A completion rig is scheduled to move onto the location in the coming weeks.

The company intends to continue to raise additional capital for participation in additional oil and gas projects.

Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We will need to raise additional capital to expand our operations to the point at which we are able to operate profitably. Other than anticipated explorations costs associated with the resource and mineral interests that we acquire and anticipated increases in the legal and accounting costs of being a public company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

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

Our belief that our officers, directors and principal shareholders will pay our expenses is based on the fact that our officers, directors and principal shareholders collectively own approximately 44.7% of our outstanding common stock. We believe that our officers, directors and principal shareholders will continue to pay our expenses as long as they maintain their ownership of our common stock.

We are not currently conducting any research and development activities.  We do not anticipate conducting such activities in the near future. We do not anticipate that we will purchase or sell any significant equipment. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.

Off-Balance Sheet Arrangements.  We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as of March 31, 2009, the date of this report, our chief executive officer and the principal financial officer concluded that our disclosure controls and procedures were effective.

Item 4(T). Controls and Procedures.

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

None.

Item 6.  Exhibits

31. Rule 13a-14(a)/15d-14(a) Certifications.

32. Section 1350 Certifications.

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SIGNATURES

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

	Royal Quantum Group, Inc. a Nevada corporation
May 14, 2009	By:	/s/ Ron Ruskowsky
		Ron Ruskowsky Principal executive officer Principal accounting officer President, CEO and a director

May 14, 2009	By:	/s/ Roger Janssen
		Roger Janssen Vice-President, Secretary and a director

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