INTRODUCTION





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. When used in this Report, or any other of our
documents or oral presentations, the words "anticipate", "believe", "estimate",
"expect", "forecast", "goal", "intend", "objective", "plan", "projection",
"seek", "strategy" or similar words are intended to identify forward-looking
statements. Such forward-looking statements 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 strategy, operations,
markets, services, and other factors all of which are difficult to predict and
many of which are beyond our control. Accordingly, while we believe these
forward-looking statements to be reasonable, there can be no assurance that they
will approximate actual experience or that the expectations derived from them
will be realized. Further, we undertake no obligation to update or revise any of
our forward-looking statements whether as a result of new information, future
events or otherwise.



                                       15

--------------------------------------------------------------------------------





RESULTS OF OPERATIONS



As of the date of his report, we have no business operations. We have been and
we currently are exploring and we intend to continue to explore various business
opportunities in the energy and alternative energy industries and business
opportunities in other industries and we intend to obtain capital that may be
required for such opportunities. Our ability to pursue any future plan of
operation is dependent upon our ability to obtain financing. To date, our
primary sources of financing have been sales of our debt and equity securities.



                                           For the year ended February
                                                       28,
                                              2019             2018         $ Change       % Change
Advertising and marketing                  $      296       $    9,551     $   (9,255 )        (96.9 %)
Management fees and compensation               30,000           95,079        (65,079 )        (68.4 %)
General and administrative                     37,705          114,551        (76,846 )        (67.1 %)
Amortization of land purchase options               -          120,033       (120,033 )       (100.0 %)
Professional fees                             273,790          110,399        163,392          148.0 %
NET LOSS                                   $  341,791       $  449,613     $ (107,821 )        (24.0 %)



The Company has earned no operating revenue in 2019 or 2018 and does not anticipate earning any revenues in the near future.

The Company will continue to focus its capital and resources toward permitting and development activities at its Stoughton Property.

Total net loss for the year ended February 28, 2019 of $341,791 decreased by $107,821 from the year ended February 28, 2018 total net loss of $449,613.

General and administrative expense





                                           For the year ended February 28,
                                                2019               2018        $ Change       % Change
General administrative and insurance       $        5,776           17,078     $ (11,302 )        (66.2 %)
Stock option expense                                    -           83,461       (83,461 )       (100.0 %)
Travel                                             20,937            6,194        14,743          238.0 %
Transfer agent fees                                10,992            7,818         3,174           40.6 %

Total general and administrative expense $ 37,705 114,551

$ (76,846 )        (67.1 %)



Total general and administrative expense decreased $76,846 to $37,705 for the year ended February 28, 2019 compared to 2018 expense of $114,551.





Travel expense increased $14,743 to $20,937 for the year ended February 28, 2019
compared to $6,194 for the year ended February 28, 2018 as management spent a
significant amount of time meeting with various capital providers and potential
merger candidates (Note 6 to the Consolidated Financial Statements).



Professional fees



                                           For the year ended February
                                                       28,
                                              2019             2018        $ Change       % Change
Audit fees                                 $   32,293       $    7,500     $  24,793            N/A
Accounting                                     26,458           27,500        (1,043 )         (3.8 %)
Consultants                                    11,480                -        11,480            N/A
Legal                                         203,560           75,399       128,161            N/A
Total professional fees                    $  273,790       $  110,399     $ 163,391          148.0 %




                                       16

--------------------------------------------------------------------------------

Audit fees increased $24,793 to $32,293 for the year ended February 28, 2019 compared to $7,500 for the year ended February 28, 2018.

Consultant fees increased $11,480 for the year ended February 28, 2019 compared to the year ended February 28, 2018





For the year ended February 28, 2019, legal fees increased $128,161 to $203,560
compared to $75,399 for the year ended February 28, 2018. The Company incurred
costs associated with a registration with the SEC and various legal and
corporate governance matters. There are no pending legal issues or contingencies
as of February 28, 2019.


LIQUIDITY AND FINANCIAL CONDITION





BALANCE SHEET INFORMATION    February 28, 2019       February 28, 2018

Working capital (deficit)   $          (322,219 )   $             2,301
Total assets                              9,400                  65,186
Accumulated deficit                 (11,359,308 )           (11,017,516 )
Stockholders' deficit                  (314,397 )              (142,075 )




WORKING CAPITAL              February 28, 2019       February 28, 2018

Current assets              $             1,578     $            57,364
Current liabilities                     323,797                  55,063
Working capital (deficit)   $          (322,219 )   $             2,301




                                                 For the year ended December 31,
CASH FLOWS                                        2019                   2018

Cash flow used by operating activities $ (83,285 ) $ (175,614 ) Cash flow provided by financing activities

            65,000                

175,000


Net decrease in cash during period           $       (18,285 )     $            (614 )




As of November 30, 2018, the Company had cash on hand of $7,021. Since
inception, the primary sources of financing have been sales of the Company's
debt and equity securities. Quantum Energy, Inc. has not attained profitable
operations and its ability to pursue any future plan of operation is dependent
upon our ability to obtain financing.



Quantum Energy, Inc. anticipates continuing to rely on sales of its debt and/or
equity securities in order to continue to fund ongoing operations. Issuances of
additional shares of common stock may result in dilution to the Company's
existing stockholders. There is no assurance that the Company will be able to
complete any additional sales of equity securities or that it will be able
arrange for other financing to fund its planned business activities.



The Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to
obtain additional financing as may be required, or ultimately to attain
profitability. Potential sources of cash, or relief of demand for cash, include
additional external debt, the sale of shares of the Company's stock or
alternative methods such as mergers or sale of the Company's assets. No
assurances can be given, however, that the Company will be able to obtain any of
these potential sources of cash. The Company currently requires additional cash
funding from outside sources to sustain existing operations and to meet current
obligations and ongoing capital requirements.



The Company plans for the long-term continuation as a going concern include
financing future operations through sales of our equity and/or debt securities
and the anticipated profitable operations. These plans may also, at some future
point, include the formation of joint ventures the joint venture partner would
provide the necessary financing in return for equity in the property.



OFF-BALANCE SHEET ARRANGEMENTS





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



                                       17

--------------------------------------------------------------------------------





CRITICAL ACCOUNTING POLICIES


The Company has identified certain accounting policies, described below, that are most important to the portrayal of its current financial condition and results of operations. The Company's significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.

© Edgar Online, source Glimpses