Mail Stop 4628
                                                            November 20, 2018


Jeffrey Mallmes
Chief Executive Officer
Quantum Energy, Inc.
218 N. Jefferson Street, Suite 400
Chicago, IL 60661

       Re:     Quantum Energy, Inc.
               Amendment No. 2 to Registration Statement on Form S-1
               Filed November 9, 2018
               File No. 333-225892

Dear Mr. Mallmes:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our September
10, 2018 letter.

Prospectus, page 3

1.     We note that you seek to register up to 5,000,000 shares of your
preferred stock "utilizing
       a `shelf' registration process pursuant to which [you] may from time to
time issue in one
       or more offerings up to $5,000,000 (USD) of [y]our preferred stock with
such rights and
       preferences as maybe established by [y]our Board of Directors." In
addition, we note that
       you do not specify your plan of distribution, the series of preferred
stock to be issued, or
       the material terms of the preferred stock. This disclosure indicates
that you are
       attempting to register securities to be offered on a delayed basis
pursuant to Rule
       415(a)(1)(x). This type of offering may not be registered on Form S-1.
Please revise
       your registration statement to comply with Rule 415 of Regulation C or
advise.
 Jeffrey Mallmes
Quantum Energy, Inc.
November 20, 2018
Page 2

Use of Proceeds, page 19

2.     We note your revised disclosure in response to prior comment 1. However,
the amounts
       of net offering proceeds and total expenditures for each offering
scenario and the amount
       of net remaining proceeds for the 100% offering scenario appear
inconsistent with the
       other figures in the table. Please revise to address these apparent
inconsistencies.

Description of Securities, page 24

3.     We note your response to prior comment three, and that you have not yet
filed all of the
       amendments to your Articles of Incorporation, nor a complete copy of the
Articles of
       Incorporation as amended, as would ordinarily be required to comply with
Item 601(b)(3)
       of Regulation S-K. Please comply with this requirement. For example,
disclosures in
       your financial statements indicate there were amendments to both common
shares and
       convertible preferred shares that should be filed.

Exhibit 5.1

4.     We note that the legality opinion states that "the issuance and sale of
the Shares has been
       duly authorized and, when issued and paid for in the manner described in
the Registration
       Statement, the Shares will be validly issued, fully paid and
non-assessable." Please file a
       revised legality opinion that clarifies the "Shares" that this opinion
concerns. In that
       regard, we note that the opinion references the offering of common stock
and an offering
       of preferred stock.

        You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Lisa Krestynick, Staff
Attorney, at (202)
551-3056 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any other
questions.

                                                            Sincerely,

                                                            /s/ John Reynolds

                                                            John Reynolds
                                                            Assistant Director
                                                            Office of Natural
Resources

cc:    Jerold N. Siegan