Assuming we sell all 41,333,125 shares for sale through the Primary Offering and after deducting estimated offering expenses payable by us, our as adjusted net tangible book value as of November 30, 2016 would have been $9,033,117 or $0.09 per share. This amount represents an immediate increase in the as adjusted net tangible book value of $0.08 per share to our existing stockholders and an immediate dilution in the as adjusted net tangible book value of approximately $0.11 per share to new investors purchasing common shares in this offering. We determine dilution by subtracting the as adjusted net tangible book value per share after the offering from the amount of cash that a new investor paid for a share of common stock.

SELLING SECURITY HOLDERS

The following table sets forth the shares beneficially owned, as of February 23, 2017, by the Selling Security Holders prior to the offering contemplated by this prospectus, the number of shares each Selling Security Holder is offering by this prospectus, and the number of shares which each would own beneficially if all such offered shares are sold.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person or his/her spouse has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

None of the Selling Security Holder is a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the Selling Security Holders acquired his, her or its shares pursuant to an employment or consulting contract or pursuant to a private placement solely for investment and not with a view to or for resale or distribution of such securities.

The percentages below are calculated based on 59,911,683 shares of our common stock issued and outstanding as of February 23, 2017.

(1) Assumes all of the Primary Offering and Secondary Offering shares of common stock offered in this prospectus are sold and no other shares of common stock are sold or issued during this offering period. Based on 59,911,683 shares of common stock issued and outstanding as of February 23, 2017, and 59,911,683 shares of common stock issued and outstanding after completion of the offering.

We may require the Selling Security Holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect, or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.

PLAN OF DISTRIBUTION

This prospectus relates to the sale of 41,333,125 common shares sold by the Company as part of the Primary Offering and 20,653,040 common shares sold by Selling Security Holders as part of the Secondary Offering.

We will sell the Primary Offering shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our common shares using our best efforts and no one has agreed to buy any of our common shares. This prospectus permits our officers and directors to sell the common shares directly to the public, with no commission or other remuneration payable to them for any common shares they may sell. There is no plan or arrangement to enter into any contracts or agreements to sell the common shares with a broker or dealer. Our officers and directors will sell the common shares and intend to offer them to friends, family members and business acquaintances. There is no minimum amount of common shares we must sell, so no money raised from the sale of our common shares will go into escrow, trust or another similar arrangement.

The offering will commence on the effective date of this prospectus and will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus.

There are no finders.

Under the rules of the Securities and Exchange Commission, our common stock will come within the definition of a “penny stock” because the price of our common stock is below $5.00 per share. As a result, our common stock will be subject to the "penny stock" rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stock. These regulations require broker-dealers to:

These requirements may restrict the ability of broker/dealers to sell our common stock, and may affect the ability to resell our common stock.

OTC Markets Considerations

The OTC Markets is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Markets. Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Markets has no listing standards.

Our common stock is currently listed for trading on the OTC Markets under the trading symbol “QEGY.” Investors may have greater difficulty in getting orders to purchase or sell our common stock filled because it currently trades on the OTC Markets rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Because analysts do usually not follow stocks traded on OTC Markets, there may be lower trading volume than for NASDAQ-listed securities.

Blue Sky Law Considerations

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTC Markets, investors should consider any secondary market for the Company's securities to be a limited one. There is no guarantee that our stock will ever be quoted on the OTC Markets.  We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

We currently do not intend to, and may not be able to, qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

DESCRIPTION OF SECURITIES TO BE REGISTERED

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 as exhibits to the registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 295,000,000 shares of common stock with $0.001 par value per share. As of February 23, 2017, there were 59,911,683 shares of common stock issued and outstanding.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders 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 shareholders 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 Pacific Stock Transfer, located at 4045 S. Spencer Street, Suite 403, Las Vegas, Nevada 89119.

Preferred Stock

We are authorized to issue 5,000,000 shares of preferred stock, par value $0.001. As of the date of this registration statement, there are 1,000,000 shares of our Series A Preferred Stock issued and zero shares of our Series B Preferred Stock issued.

Each one (1) share of Series A Preferred Stock is convertible into common shares at the option of the holder at a 1:100 ratio and carries with it the right to one vote for each share of common stock into which the shares of Series A Preferred could be converted. Each (1) share of Series B Preferred stock shall have no voting rights until such shares are converted into common stock. Each share of Series B Preferred Stock is convertible to common stock at a ratio of 1:1.25 if converted within the first twelve months of the purchase agreement; 1:1.15 if converted within the second twelve months from purchase agreement; and 1:1 if converted twenty-five months or more after the date of the purchase agreement. Holders of Series B Preferred shares are entitled to dividends before distribution to any other junior securities.

Emerging Growth Company

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(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 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 Securities Exchange Act of 1934, which require the shareholder 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.

LEGAL MATTERS

The validity of our common stock offered hereby will be passed upon for us by the law firm of Brunson Chandler & Jones, PLLC, of Salt Lake City, Utah.

INTEREST OF NAMED EXPERTS AND COUNSEL

The audited financial statements for the Company for the year ended February 29, 2016 included in this prospectus have been audited by AMC Auditing, an independent registered public accounting firm, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by the law firm of Brunson Chandler & Jones, PLLC. The law firm of Brunson Chandler & Jones, PLLC owns 150,000 restricted shares of common stock of the Company. These shares are being registered hereunder and will be available for sale through the Secondary Offering when this registration statement is deemed effective.

Where You Can Find MORE Information

For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at www.sec.gov.

INFORMATION WITH RESPECT TO THE REGISTRANT

General

Quantum Energy Inc. is engaged in the acquisition and exploration of gas and oil properties. The Company was incorporated as “Boomers Cultural Development, Inc.” on February 5, 2004, in the State of Nevada, and subsequently changed its name to “Quantum Energy, Inc.” on May 18, 2006. The Company’s principal executive offices now are located at 60 East Rio Salado Parkway Suite 900, Tempe, AZ 85281. The Company’s telephone number is (480) 366-5884.  Our website is www.quantum-e.com and is not part of this prospectus.

Historical Operations

In 2005, the Company was working towards becoming a service-oriented firm, intending to profit from integrating the cultural interests of baby boomers with destination learning, by packaging onsite personal growth, education, and entertainment seminars with a variety of vacation destinations.

In May of 2006, the Company decided to embark on a new business path in oil and gas exploration and acquisitions. The Company acquired interests in numerous oil & gas properties in the Barnett Shale area of West Texas. 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.

From 2008 through 2010, the Company planned, when and if funding became available, to acquire high-quality oil and gas properties, primarily proven producing and proven undeveloped reserves as well as exploring low-risk development drilling and work-over opportunities with experienced, well-established operators. Given that new funding opportunities did not otherwise materialize, effective July 30, 2010, the Board of Directors authorized a 1,000-for-1 reverse stock split of the Company's issued common stock whereby each one thousand (1,000) common shares then-issued and outstanding were reverse split into one (1) new issued and outstanding common share.

On June 20, 2013, the Company’s majority shareholders appointed Stanley F. Wilson to fill a vacancy on the board as the sole director, and approved the board appointment of Mr. Wilson as the president, secretary, and treasurer. On June 25, 2013, the shareholders approved the board action for the acquisition of 100% of the common stock of FTPM Resources, Inc., a Texas corporation engaged in the fuel trading and petroleum marketing business since 2009. With the change in management and the acquisition of FTPM Resources, Inc., the Company redirected its oil and gas efforts to the Williston, North Dakota region and the Bakken formation through the consulting services of Advisory Services, Inc. under the direction of its President, Andrew J. Kacic, a seasoned oil and gas executive and investment banker with offices in Williston, North Dakota. In March 2014, Mr. Kacic became a board member and CEO of Quantum and has since assisted Quantum in its efforts to develop refinery and rail transload facilities in the region through existing relationships he has with various such projects in different stages of development. Mr. Kacic resigned from the board of directors and as an officer of the Company on July 1, 2016.

Current & Planned Operations

The Company is currently engaged in identifying site locations for its planned refineries in or near Stoughton, Saskatchewan, Canada, Berthold, North Dakota, Stanley, North Dakota, Baker, Montana, and Fairview, Montana, which includes, among other actions, obtaining the required zoning and other permits necessary for our planned refinery operations. To such end, the Company has entered into various agreements to purchase certain properties as described herein:

Stoughton, Saskatchewan

Berthold, North Dakota

Fairview, Montana

Stanley, North Dakota

Baker, Montana

On September 15, 2014, the Company announced a Joint Development Agreement with Bilfinger Westcon of Bismarck, ND forming a strategic alliance for the development of multiple energy centers throughout the Bakken. Bilfinger Westcon is the ECP Contractor and Project Manager of the diesel refinery constructed in Dickinson, ND.

On July 21, 2015, the Company entered into a 50/50 joint venture with Native Son Refinery, LLC with the formation of Quantum Native Processing Partners, LLC and the signing of an Operating Agreement which was later amended on August 3, 2015. On July 29, 2015, the parties submitted an application for a construction permit with the state of North Dakota to construct a complete refinery for 40,000 bpd to be constructed on land under option by Company in the Berthold, North Dakota area.

On August 2, 2016, the Company formed a wholly owned subsidiary corporation in Canada, Dominion Energy Processing Group, Inc.

Bakken Refineries (Stoughton Saskatchewan, Canada; Berthold, ND)

Stoughton, Saskatchewan, CA:

On August 2, 2016, Quantum formed Dominion Energy Processing Group, Inc. (DEPG), a Canadian Federal business corporation for purposes of the pre-development, construction and operation of a complete oil refinery in Stoughton, SK, CA. As a result of a feasibility study and further due diligence, DEPG is proposing a refinery facility sized at 40,000 barrel per day utilizing Bakken sweet crude produced from the Bakken and Three Forks’ formations to be developed and constructed and anchored by the DEPG refinery, storage tank farm and associated facilities.

The cost associated with the construction and initial operation of the refinery is approximately $575,000,000.

DEPG is in the process of submitting an application for a construction permit with the Saskatchewan governmental authorities on the land under purchase contract in Stoughton. The land consists of 480 acres that has the land, rail, water, power, and the access to crude that are suitable for a refinery of this size. The location would also accommodate expansion of the refinery facilities.

Horizontal drilling and new technologies for “fracking” (fracturing the shale formation with high pressure injection of fluids and injecting sand (proppants) to hold the fractures open) has created tremendous reserves of oil from the Bakken and Three Forks formations. A study of shale formations in the Bakken estimates that the Bakken formation contains between 400 to 600 billion barrels of oil “in place”. Potential recoverable oil from the Bakken formation has been estimated at about 4.5 to 8 billion barrels. Some of the producers have estimated a potential of up to 24 billion barrels of recoverable oil from the Bakken.

The amount of oil being produced and the tremendous recent increase in production has created many opportunities for the refining business throughout the Bakken field. Most of the products from the proposed DEPG refinery can be sold in the Saskatchewan province. According to DEPG engineers, minor source emissions standard can be accomplished by utilizing modern technologies:

Product Line Quantities

DEPG has preliminarily decided to utilize Bakken crude as its feed stock since it would be the most plentiful crude slate. Based on the assays available utilizing this crude slate, the estimate of the output was based upon a 40,000 barrel per day refining process. The following is an estimate of the output based on a 360 day year:

Product Yield in barrels per day, gallons per day, and total gallons per year

These yields are estimates only and do not take into consideration that the yield per barrel increases about 2.6 gallons when refined. A 42 gallon barrel can yield 44.6 gallons of product due to molecular expansion and light gas off-take. Products yield of the C1 to C4s are not considered, but can be produced for consumption. These products can include ethane, propane, isobutane, n-butane, isopentane, n-pentane, and hexanes, with the largest volumes of these products being butane and propane. There will also be elemental sulfur that is a sellable product. These projections do not include the additional gasoline produced by refining an additional 10,000 barrels per day of raw naphtha into gasoline.

Although gasoline and diesel are the major products derived from the refining process, there are at least, 6,000 or more products manufactured from refined byproducts. Such items as plastics, building materials, clothing, cosmetics and numerous other products that are produced every day from refined crude oil.

The DEPG refinery will have an estimated life of 75 to 100 years. By placing a refinery in this area, gasoline and diesel will be less expensive due to the elimination of transportation costs of shipping crude from this area and then having to pay for the “return” shipping of the refined products. There is an estimated 200 to 500 years supply of crude that can be accessed in the Bakken field region.

Marketing and Sales

The DEPG refinery must have access to a rail spur and must have truck loading and unloading facilities for the crude supply and the refined products. Most of the gasoline and diesel can be sold at the site or “rack” and be transported by truck. Some of the product will be shipped by rail tanker car to other refineries or processing plants for the particular product.

Part of the AGO (atmospheric gas and oil) and bottoms will be sold locally to the drilling industry for their diesel based drilling fluids and the fluids that are utilized when they turn horizontal should equal the price of about $.05 per gallon lower than #2 diesel at a service station. The balance can be easily sold to Gulf Coast Refineries to utilize their heavy oil conversion units or for ultra-low sulfur ship fuel.

The price of the gasoline and diesel per gallon will follow the “rack” prices in the nearby cities. These prices are posted on a daily basis at reporting groups such as OPIS.

Capital Costs and Startup

The capital cost of the DEPG refinery and associated storage tank farm facilities is planned in two phases. The total cost of phases I and II is approximately $500,000,000. This includes pre-development costs, land acquisition, permitting, engineering, ISBL plant equipment, site work and storage tanks and building. Working capital and the cost of initial crude will add approximately $75,000,000, for a total of $575,000,000. This will include pre-development costs, financing fees, reserves, taxes, wages, insurance, and other contingency expenses.

Financial Projections

Projected income is based on operating 360 days per year although most refineries operate 365 days per year. The new DEPG refinery should not have a “turn around” or stoppage for repair and/or maintenance for the first 2 to 5 years. The total projected revenue per year will be approximately $796,994,402 with an EBIDTA in an amount of approximately $272,154,539. The capital commitment to build the facility is estimated at $575,000,000. The estimated output of the primary products from the crude processing facility in barrels per day based on a 360-day operating year include 18,400 bpd of gasoline; 13,200 bpd of diesel #2; 5,600 bpd of diesel #1 and 2,800 bpd of AGO/bottoms.

What is the DEPG Stoughton refinery?

Technology – 40,000 BBLPD =

Oil-based drilling mud/ultra low sulfur fuel oil. Does not include the additional gasoline from refining raw Naphtha.

Primary Products

Berthold, North Dakota

Through a 50/50 joint venture with Native Son Refining, LLC, Quantum has formed Quantum Native Processing Partners, LLC (QNPP), a Texas domiciled limited liability company, for purposes of the pre-development, construction and operation of a complete oil refinery in Berthold, North Dakota. As a result of a feasibility study and further due diligence, QNPP is proposing a refinery facility sized at 40,000 barrel per day utilizing Bakken sweet crude produced from the Bakken and Three Forks’ formations to be developed and constructed within a master planned “Industrial Complex” anchored by the QNPP refinery, storage tank farm and associated facilities.

The cost associated with the construction and initial operation of the refinery is approximately $674,000,000.

QNPP has submitted an application for a construction permit with the state of North Dakota on the land under Option in the Berthold area. There have been several locations identified that have the land, rail, water, power, and the access to crude that are suitable for a refinery of this size. Each of the locations would also accommodate expansion of the refinery facilities.

Horizontal drilling and new technologies for “fracking” (fracturing the shale formation with high pressure injection of fluids and injecting sand (proppants) to hold the fractures open) has created tremendous reserves of oil from the Bakken and Three Forks formations. A study of shale formations in the Bakken estimates that the Bakken formation contains between 400 to 600 billion barrels of oil “in place”. Potential recoverable oil from the Bakken formation has been estimated at about 4.5 to 8 billion barrels. Some of the producers have estimated a potential of up to 24 billion barrels of recoverable oil from the Bakken.

The amount of oil being produced and the tremendous recent increase in production has created many opportunities for the refining business throughout the Bakken field. Most of the products from the proposed QNPP refinery can be sold in western North Dakota or eastern Montana. According to QNPP engineers, minor source emissions standard can be accomplished by utilizing modern technologies:

Adopting these control standards will allow the QNPP refinery to meet or exceed the minor source emission requirements and QNPP to expand to a larger system (enhanced “throughput”/capacity) in the future.

Product Line Quantities

QNPP has preliminarily decided to utilize Bakken crude as its feed stock since it would be the most plentiful crude slate. Based on the assays available utilizing this crude slate, the estimate of the output was based upon a 40,000 barrel per day refining process. The following is an estimate of the output based on a 360-day year:

Product Yield in barrels per day, gallons per day, and total gallons per year

Gasoline - 18,400 barrels; 772,800 gallons; 278,208,000 gallons

#2 Diesel 13,200 barrels; 554,400 gallons; 200,000,000 gallons

#1 Diesel 5,600 barrels; 235,200 gallons; 84,672,000 gallons

AGO/bottoms 2,800 barrels; 117,600 gallons; 42,336,000 gallons

These yields are estimates only and do not take into consideration that the yield per barrel increases about 2.6 gals when refined. A 42-gallon barrel can yield 44.6 gallons of product due to molecular expansion and light gas off-take. Products yield of the C1 to C4s are not considered, but can be produced for consumption. These products can include ethane, propane, iso-butane, n-butane, iso-pentane, n-pentane, hexanes with the largest volumes of these products being Butane and Propane. There will also be elemental sulfur that is a saleable product. These projections do not include the additional gasoline produced by refining an additional 10,000 barrels per day of raw naphtha into gasoline.

Although gasoline and diesel are the major products derived from the refining process, there are at least, 6,000 or more products manufactured from refined byproducts. Such items as plastics, building materials, clothing, cosmetics and numerous other products that are produced every day from refined crude oil.

The QNPP refinery will have an estimated life of 75 to 100 years. By placing a refinery in this area, gasoline and diesel will be less expensive due to the elimination of transportation costs of shipping crude from this area and then having to pay for the “return” shipping of the refined products. There is an estimated 200 to 500 years supply of crude that can be accessed in the Bakken field region.

Marketing and Sales

The site to be chosen for the QNPP refinery must have access to a rail spur and must have truck loading and unloading facilities for the crude supply and the refined products. Most of the gasoline and diesel can be sold at the site or “rack” and be transported by truck. Some of the product will be shipped by rail tanker car to other refineries or processing plants for the particular product.

Part of the AGO (atmospheric gas and oil) and bottoms will be sold locally to the drilling industry for their diesel based drilling fluids and the fluids that are utilized when they turn horizontal should equal the price of about $.05 per gallon lower than #2 diesel at a service station. The balance can be easily sold to Gulf Coast Refineries to utilize their heavy oil conversion units or for ultra-low sulfur ship fuel.

The price of the gasoline and diesel per gallon will follow the “rack” prices in the nearby cities. These prices are posted on a daily basis at reporting groups such as OPIS.

Capital Costs and Startup

The capital cost of the QNPP refinery and associated storage tank farm facilities is planned in two phases. The total cost of phases I and II is approximately $599,000,000. This includes the per-development costs, land acquisition, permitting, engineering, ISBL plant equipment, site work and storage tanks and building. Working capital, cost of initial crude will add approximately $75,000,000, for a total of: $674,000,000. This will include pre-development costs, financing fees, reserves, taxes, wages, insurance, and other contingency expenses.

Financial Projections

Projected income is based on operating 360 days per year although most refineries operate 365 days per year. The new QNPP refinery should not have a “turn around” or stoppage for repair and/or maintenance for the first 2 to 5 years. The total projected revenue per year will be approximately $1,123,000,000 with an EBIDTA in an amount of approximately $345,000,000. The capital commitment to build the facility is estimated at $645,000,000. The estimated output of the primary products from the crude processing facility in barrels per day based on a 360-day operating year includes 18,400 bpd of gasoline, 13,200 bpd of diesel #2, 5,600 bpd of diesel #1, and 2,800 bpd of AGO/bottoms.

What is a QNPP Topping Plant?

Technology – 40,000 BBLPD =

Oil based Drilling mud/ultra low sulfur fuel oil. Does not include the additional gasoline from refining raw naphtha.

Primary Products

Growth Strategy

We have implemented several initiatives that we believe will further our business, the objective being to build our first refinery. Our goal is to increase stockholder value by executing our strategic plan. The principal elements of this plan are:

Identify and Execute Selected Site Acquisitions. Our management team has demonstrated its ability to identify strong potential locations for our refinery, consummate acquisitions on favorable terms, obtain acquisition financing and integrate acquired assets. We believe that this offering will enhance our ability to execute this strategy.

Identify and Attract Growth Capital. We are dependent in large part upon the success of this offering for executing our growth strategy. We estimate that our Stoughton refinery will cost approximately $575,000,000 to build. Should we complete this offering and raise sufficient funds, we will commence with building operations immediately.

Increase Refinery Throughput. As we commence building operations for our Stoughton refinery and the refinery comes online, we will seek to increase crude oil throughput. We expect that the Stoughton refinery will be able to process up to approximately 40,000 barrels per day.

Products

We intend to sell a variety of refined products to our customers, including gasoline, diesel fuel, jet fuel and feedstocks.

Competition

We operate in the Bakken region of North Dakota and Canada. Refined products are supplied from the region’s refineries as well as from refineries located in other regions, including the Midwest via interstate pipelines. The principal competitive factors affecting us are costs of crude oil and other feedstocks, refinery efficiency, refinery product mix and costs of product distribution and transportation. As a new entrant to the refining industry, we will face significant competition and barriers to entry from larger companies such as Valero Energy Corp and BP, PLC. Because of their geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors may be better able to withstand volatile market conditions, to compete on the basis of price, to obtain crude oil in times of shortage, and to bear the economic risk inherent in all phases of the refining industry.

Intellectual Property

At present, we do not have any patents, trademarks, licenses, franchises, concessions, and royalty agreements, labor contracts or other proprietary interests.

Research and Development

We are not currently conducting any research and development activities.

Governmental Regulation

All of our contemplated operations and properties are subject to extensive federal, state and local environmental and health and safety regulations governing, among other things, the generation, storage, handling, use and transportation of petroleum and hazardous substances; the emission and discharge of materials into the environment; waste management; and characteristics and composition of gasoline and diesel fuels. Our operations also require numerous permits and authorizations under various environmental and health and safety laws and regulations. Failure to comply with these permits or environmental laws generally could result in fines, penalties or other sanctions or a revocation of our permits. We will have to make significant capital and other expenditures related to environmental and health and safety compliance, including with respect to our air permits and the low-sulfur gasoline and ultra low-sulfur diesel regulations.

The EPA has adopted regulations under the Clean Air Act that require significant reductions in the sulfur content in gasoline and diesel fuel. These regulations required most refineries to begin reducing sulfur content in gasoline to 30 ppm in January 1, 2004, with full compliance by January 1, 2006, and require reductions in sulfur content in diesel to 15 ppm beginning in June 1, 2006, with full compliance by January 1, 2010. However, we may qualify for what is known as “small refiner status” under the EPA low-sulfur gasoline and ultra low-sulfur diesel programs.

As a “small refiner” under the EPA rules, we qualify for designation as a small refiner under tax legislation. This legislation allows us to immediately deduct up to 75% of the ultra low-sulfur diesel compliance costs when incurred for tax purposes. Furthermore, the law allows the remaining 25% of ultra low-sulfur diesel compliance costs to be recovered as tax credits with the commencement of ultra low-sulfur diesel manufacturing.      

Certain environmental laws hold current or previous owners or operators of real property liable for the costs of cleaning up spills, releases and discharges of petroleum or hazardous substances, even if these owners or operators did not know of and were not responsible for such spills, releases and discharges. These environmental laws also assess liability on any person who arranges for the disposal or treatment of hazardous substances, regardless of whether the affected site is owned or operated by such person.

In addition to clean-up costs, we may face liability for personal injury or property damage due to exposure to chemicals or other hazardous substances that we may have manufactured, used, handled or disposed of or that are located at or released from our refinery or otherwise related to our current or former operations. We may also face liability for personal injury, property damage, natural resource damage or for clean-up costs for the alleged migration of petroleum or hazardous substances from our refinery to adjacent and other nearby properties.

There have recently been various discussions of legislation, which, if passed, could affect our financial condition and operations. Following the recent Gulf Coast hurricanes, there have been increasing legislative discussions about the need to increase U.S. refining capacity and ease the regulatory restrictions that have limited the construction of new refineries and expansion of existing refineries in the U.S. If such legislation is adopted, our costs of regulatory compliance could decrease and, as a result of new refinery construction and existing refinery expansion, competition in our industry may increase. There has also been discussion about legislation to increase taxes or impose price controls on refined products, which, if adopted, could have an adverse effect on our financial condition

Employees

With the exception of Stanley Wilson we have no employees. We have no employment agreements with any of our management. Mr. Wilson will devote their full efforts and as much time as needed when operations and funding are available. We anticipate hiring additional employees in the next twelve months on as business activity warrants.

Waste Handling

The Resource Conservation and Recovery Act, as amended, ("RCRA") and comparable state statutes and regulations promulgated thereunder, affect oil and natural gas exploration, development and production activities by imposing requirements regarding the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. With federal approval, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Although most wastes associated with the exploration, development and production of crude oil and natural gas are exempt from regulation as hazardous wastes under RCRA, such wastes may constitute "solid wastes" that are subject to the less stringent requirements of non-hazardous waste provisions. However, we cannot assure you that the EPA or state or local governments will not adopt more stringent requirements for the handling of non-hazardous wastes or categorize some non-hazardous wastes as hazardous for future regulation. Indeed, legislation has been proposed from time to time in Congress to re-categorize certain oil and natural gas exploration, development and production wastes as "hazardous wastes." Any such changes in the laws and regulations could have a material adverse effect on our capital expenditures and operating expenses.

Other Regulation of the Oil and Natural Gas Industry

The oil and natural gas industry is extensively regulated by numerous federal, state and local authorities. Legislation affecting the oil and natural gas industry is under constant review for amendment or expansion, frequently increasing the regulatory burden. Also, numerous departments and agencies, both federal and state, are authorized by statute to issue rules and regulations that are binding on the oil and natural gas industry and its individual members, some of which carry substantial penalties for failure to comply. Although the regulatory burden on the oil and natural gas industry increases our cost of doing business and, consequently, affects our profitability, these burdens generally do not affect us any differently or to any greater or lesser extent than they affect other companies in the industry with similar types, quantities and locations of production.

The availability, terms and cost of transportation significantly affect sales of oil and natural gas. The interstate transportation and sale for resale of oil and natural gas is subject to federal regulation, including regulation of the terms, conditions and rates for interstate transportation, storage and various other matters, primarily by the Federal Energy Regulatory Commission ("FERC"). Federal and state regulations govern the price and terms for access to oil and natural gas pipeline transportation. FERC's regulations for interstate oil and natural gas transmission in some circumstances may also affect the intrastate transportation of oil and natural gas.

Although oil and natural gas prices are currently unregulated, Congress historically has been active in the area of oil and natural gas regulation. We cannot predict whether new legislation to regulate oil and natural gas might be proposed, what proposals, if any, might actually be enacted by Congress or the various state legislatures, and what effect, if any, the proposals might have on our operations. Sales of condensate, oil and NGLs are not currently regulated and are made at market prices.

Drilling and Production 

Our operations may be subject to various types of regulation at the federal, state and local level. These types of regulation include requiring permits for the drilling of wells, drilling bonds and reports concerning operations. State laws regulate the size and shape of drilling and spacing units or proration units governing the pooling of oil and natural gas properties. Some states allow forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases. In some instances, forced pooling or unitization may be implemented by third parties and may reduce our interest in the unitized properties. In addition, state conservation laws establish maximum rates of production from oil and natural gas wells, generally prohibit the venting or flaring of natural gas and impose requirements regarding the ratability of production. These laws and regulations may limit the amount of oil and natural gas we can produce from our wells or limit the number of wells or the locations at which we can drill. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of oil, natural gas and NGLs within its jurisdiction. States do not regulate wellhead prices or engage in other similar direct regulation, but we cannot assure you that they will not do so in the future. The effect of such future regulations may be to limit the amounts of oil and natural gas that may be produced from our wells, negatively affect the economics of production from these wells or to limit the number of locations we can drill.

Legal Proceedings

In the ordinary conduct of our business, we may be subject to periodic lawsuits, investigations and claims, including environmental claims and employee-related matters. There are no material current legal proceedings pending against us.

Properties

Our current corporate offices are located 60 East Rio Salado Parkway Suite 900, Tempe, Arizona 85281, and are leased from Regus PLC at a rate of $230 per month.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form S-1.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.

Although the forward-looking statements in this Registration Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

We are engaged in the development, construction and operation of energy processing facilities that will include crude oil refinery facilities. We were incorporated in the State of Nevada on February 5, 2004 as “Boomers Cultural Development”. On May 18, 2006 the company changed its name to Quantum Energy, Inc. We acquired interests in numerous oil & gas properties in the Barnett Shale area of West Texas which ceased operations in 2008. In 2013 we shifted our focus to the Bakken field area of North Dakota and Canada and began to pursue the development, construction and operation of crude oil refineries.

Plan of Operation

The Company is currently engaged in identifying site locations for its planned refineries in or around Stoughton, Saskatchewan, Canada, Berthold, North Dakota, Stanley, North Dakota, Baker, Montana, and Fairview, Montana, which includes, among other actions, obtaining required zoning and other permits necessary for our planned refinery operations. To such end, the Company has entered into various agreements to purchase certain properties as described herein:

Stoughton, Saskatchewan

Berthold, North Dakota

Fairview, Montana

Stanley, North Dakota

Baker, Montana

On September 15, 2014, the Company announced a Joint Development Agreement with Bilfinger Westcon of Bismarck, ND forming a strategic alliance with Bilfinger Westcon for the development of multiple energy centers throughout the Bakken. Bilfinger Westcon is the ECP Contractor and Project Manager of the diesel refinery constructed in Dickinson, ND.

On July 21, 2015, the Company entered into a 50/50 joint venture with Native Son Refinery, LLC with the formation of Quantum Native Processing Partners, LLC and the signing of an Operating Agreement which was later amended on August 3, 2015. On July 29, 2015, the parties submitted an application for a construction permit with the state of North Dakota to construct a complete refinery for 40,000 bpd to be constructed on land under option by Company in the Berthold, North Dakota area.

On August 2, 2016, the Company formed a wholly owned subsidiary corporation in Canada, Dominion Energy Processing Group, Inc.

Our plan with respect to identifying the site for our refinery, securing control of such site and building the refinery is as follows:

Phase I: Obtain Necessary Zoning approval, Permits and Government Approvals Mos. 1-3

Engage Engineer of Record, Hatch Engineering; conduct permitting process.

Phase II:

We are highly dependent on the success of this offering to execute upon this proposed plan of operations. If we are unable to raise sufficient funds through this offering or obtain alternate financing in lieu of funds raised through this offering, we may never complete development and become profitable. In order to become profitable we may still need to secure additional debt or equity funding above and beyond what we are seeking to raise through this offering. To such end, we hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, it may not raise the required funding. We do not have any plans or specific agreements for new sources of funding at present.

Results of Operations

For the year ended February 29, 2016 February 28, 2015, respectively

For the year ended February 29, 2016, operating expenses decreased $550,564 to $1,446,062 from $1,996,626 for the year ended February 28, 2015.

Our cash balance was $81 as of February 28, 2016, with $18,953 in liabilities. Our cash balance is not sufficient to fund our limited levels of operations for any period of time without further revenue or proceeds from this offering.

We incurred expenses of $1,446,062 for the year ended February 29, 2016, which is comprised of advertising and marketing ($8,123), management fees ($54,200), office and administrative ($69,375), land option expense ($946,075) and professional fees including: legal and accounting fees ($78,250). This constitutes an aggregate loss of $1,446,062.

The maximum aggregate amount of this offering will be required to fully implement our business plan. If we do not receive any proceeds from the offering, we may be compelled to seek a loan from our Chief Executive Officer, who has informally agreed to advance us funds, however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company.

To meet our need for cash we are attempting to raise money from this offering. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Income & Operation Taxes

We are subject to income taxes in the United States of America.

Net Loss

We incurred net losses of ($1,447,572) for the year ended February 28, 2016.

For the three and nine months ended November 30, 2016 and 2015, respectively

Total expenses for the three months ended November 30, 2016 of $87,048 increased $65,353 from total expenses of $21,525 for the comparable period ended January 31, 2016. The increase in expenses was primarily related to non-cash land option expense of $60,016 incurred during the three months ended November 30, 2016.

Total expenses for the nine months ended November 30, 2016 of $429,498 increased $101,749 from total expenses of $327,739 for the comparable period ended November 30, 2015. Non-cash land option expense increased $145,945 for the nine months ended November 30, 2016 compared to the nine months ended November 30, 2015.

For the periods ending February 28, 2016 and 2015, respectively

Our cash balance was $81 as of February 28, 2016, with $18,953 in liabilities. Our cash balance is not sufficient to fund our limited levels of operations for any period of time without further revenue or proceeds from this offering.

We incurred expenses of $1,446,062 for the year ended February 29, 2016, which is comprised of advertising and marketing ($8,123), management fees ($54,200), office and administrative ($69,375), land option expense ($946,075) and professional fees including: legal and accounting fees ($78,250). This constitutes an aggregate loss of $1,446,062. The maximum aggregate amount of this offering will be required to fully implement our business plan. If we do not receive any proceeds from the offering, we may be compelled to seek a loan from our Chief Executive Officer, who has informally agreed to advance us funds, however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company.

To meet our need for cash we are attempting to raise money from this offering. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. 

Controls and Procedures

We are subject to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Sarbanes-Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes-Oxley Act will substantially increase our legal and accounting costs.

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operations, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required under Section 404 of the Sarbanes-Oxley Act. The independent auditors may identify additional issues concerning our operations while performing their audit of internal control over financial reporting.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

As of February 29, 2016, we did not have any off-balance sheet arrangements and did not have any commitments or contractual obligations.

Development Stage and Capital Resources

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company is considered to be in the development stage. The Company has generated minimal revenues from operations and therefore lacks meaningful capital reserves.

We are attempting to raise funds to proceed with our plan of operation. To proceed with our operations within 12 months, we need a minimum of $3,000,000. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise at least the minimum funds necessary to proceed with our plan of operation. 

While we have minimal revenues as of this date, no substantial revenues are anticipated until we have completed the financing from this offering and implemented our full plan of operations. We must raise cash to implement our strategy to grow and expand per our business plan. The minimum amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The company anticipates over the next 12 months the cost of being a reporting public company will be approximately $30,000.

We are highly dependent upon the success of this offering, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.

Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement the business plan and may impede the speed of its operations.

Liquidity

 __________

*Current Ratio = Current Assets /Current Liabilities.

** Total Debt/Equity = Total Liabilities/Total Shareholder Equity.

*** Working Capital = Current Assets – Current Liabilities.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

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 her successor is elected and qualified, or until her earlier resignation or removal. Our directors and executive officers are as follows:

Stanley F. Wilson, Chairman, CEO Secretary, Treasurer and Director

Mr. Wilson is corporate executive as well as an M&A securities attorney whose legal and business career has placed primary emphasis in business combinations involving small cap publicly traded companies across a wide range of industries including oil and gas, fuel trading and marketing, telecommunications, specialty finance, insurance and retail automotive. This specialization has taken many forms including numerous going-public transactions, serving as President and General Counsel to multiple publicly traded holding companies. Mr. Wilson has been an active member of the Nebraska State Bar Association since 1974, was appointed by the Governor as acting Lancaster County Court Judge and served as The Staff Judge Advocate of the 67th Infantry Brigade of the Nebraska Army National Guard with the rank of Captain. Mr. Wilson is Of Counsel with the Tempe, Arizona law firm of Davis, Miles, McGuire Gardner, PLLC.

Code of Ethics Policy

We have not yet 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.

Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

Family Relationships

None.

Involvement in Certain Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officer and director and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4, and 5, respectively. Executive officers, directors, and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended September 30, 2013, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officer, director and greater than 10% beneficial owners of our subsidiaries were complied with.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies 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.

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any significant profitability to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our directors do not believe that it is necessary to have such committees because they believe the functions of such committees can be adequately performed by our board of directors.

Executive Compensation

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, 2015 and February 29, 2016.

We may elect to award a cash bonus to key employees, directors, officers and consultants based on meeting individual and corporate planned objectives.

We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, 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.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

Security Ownership of Certain Beneficial Owners

Security Ownership of Management

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Director Independence

We do not have any independent directors, as the term “independent” is defined by the rules of the NASDAQ Stock Market. 

Advances from related party

None.

Related party lease

None.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant as provided in the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is currently available for trading on the OTC Link under the ticker symbol “QEGY.” Despite our common stock being listed public, there remains little liquidity with respect to our common stock. The following table sets forth the high and low bid prices for our common stock per quarter as reported by the OTC Markets based on our fiscal year end November 30, 2016 and 2015. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00.  Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

In addition, under the penny stock regulations, the broker-dealer is required to:

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market.  These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded.  In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.  Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

Sales of our common stock under Rule 144

There are 24,991,683 shares of our common stock held by non-affiliates and 35,000,000 shares held by affiliates, which may constitute restricted securities, as those terms are defined by Rule 144.

Non-affiliates hold 17,246,165 shares to be registered in his offering, while management and their affiliates hold 30,000,000 shares to be registered in this offering. However all of the remaining shares will still be subject to the resale restrictions of Rule 144.  In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Holders

As of the date of this registration statement, we have approximately 46 shareholders.

Dividends

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.

Reports to Shareholders

After this offering, the Company will furnish shareholders with audited annual financial reports certified by independent accountants, and unaudited quarterly financial reports After this offering, the Company will file periodic and current reports with the Securities and Exchange Commission as required to maintain fully reporting status. The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company’s SEC filings will also be available on the SEC's Internet site found at http://www.sec.gov.

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by our Corporation in connection with the issuance and distribution of the common shares being offered by this Prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Pursuant to Section 607.0850 of the Nevada Revised Statutes, we have the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Company, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our Bylaws provide that the Company shall indemnify its directors and officers to the fullest extent permitted by Nevada law.

With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the common shares being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

RECENT SALES OF UNREGISTERED SECURITIES

Prior to this offering, we offered and sold unregistered securities as described below. None of the issuances involved underwriters, underwriting discounts or commissions. We relied upon Section 4(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder, for the offer and sale of the securities. We believed these exemptions were available because:

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access. Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business.

On March 4, 2014, the Company issued 750,000 common shares in conversion of a promissory note.

On March 10, 2014, the Company issued 625,000 common shares in conversion of a promissory note.

On March 19, 2014, the Company issued 250,000 common shares as resolution of a disputed vendor balance for professional services.

On March 25, 2014 the Company accepted a convertible debenture which was converted by the holder to 3,773,125 common shares of the Company.

On June 10, 2014, the Company issued 120,000 shares of common stock in consideration of consulting services rendered.

On September 2, 2014, the Company issued 1,012,000 shares of common stock in consideration of two Land Purchase Option Agreements.

On November 11, 2014, the Company issued 820,000 shares of common stock in consideration of the execution of a Land Purchase Option Agreement.

On September 4, 2015, the Company issued 100,000 shares of common stock pursuant to a Stock Purchase Agreement.

On September 4, 2015, the Company issued 50,000 shares of common stock pursuant to a Stock Purchase Agreement.

On September 4, 2015, the Company issued 10,000 common shares pursuant to a Stock Purchase Agreement.

On November 18, 2015, the Company issued 125,000 common shares to two vendors pursuant to an agreement to resolve disputed professional fees.

On March 11, 2016, the Company issued 400,000 common shares pursuant to conversion of 200,000 preferred shares.

On March 18, 2016, the Company issued 2,500,000 shares of common stock pursuant to a Stock Purchase Agreement.

On April 22, 2016, the Company issued 1,000,000 shares of common stock pursuant to a Stock Purchase Agreements.

On May 19, 2016, the Company issued 200,840 shares of common stock pursuant to a Stock Purchase Agreement.

On July 25, 2016, the Company issued 500,000 shares of common stock pursuant to a Stock Purchase Agreement.

On July 25, 2016, the Company entered into a contribution agreement whereby it issued 5,000,000 shares of the Company’s common stock.

On November 25, 2016, the Company issued 500,000 shares of common stock pursuant to a Stock Purchase Agreement.

On December 20, 2016, the Company issued 200,000 shares of common stock pursuant to a Stock Purchase Agreement.

On December 20, 2016, the Company issued 300,000 shares of common stock pursuant to a Stock Purchase Agreement.

On December 20, 2016, the Company issued 100,000 shares of common stock pursuant to a Stock Purchase Agreement.

On December 28, 2016, the Company issued 100,000 shares of common stock pursuant to a Stock Purchase Agreement.

On December 28, 2016, the Company issued 100,000 shares of common stock pursuant to a Stock Purchase Agreement.

On December 28, 2016, the Company issued 100,000 shares of common stock pursuant to a Stock Purchase Agreement.

On December 28, 2016, the Company issued 20,000 shares of common stock pursuant to a Stock Purchase Agreement.

On December 29, 2016, the Company issued 100,000 shares of common stock pursuant to a Stock Purchase Agreement.

On January 9, 2017, the Company issued 100,000 shares of common stock pursuant to a Stock Purchase Agreement.

QUANTUM ENERGY, INC.

CONSOLIDATED BALANCE SHEET

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

QUANTUM ENERGY, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part to these financial statements.

QUANTUM ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

QUANTUM ENERGY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

QUANTUM ENERGY INC. (“the Company”) was incorporated under the name “Boomers Cultural Development Inc.” under the laws of the State of Nevada on February 5, 2004. On May 18, 2006 the company changed its name to Quantum Energy Inc.

The Company is a development stage diversified holding company with an emphasis in land holdings, refinery and rail transload development, oil and gas exploration, drilling, well completion and fuel distribution.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary FTPM Resources Ltd. after elimination of the intercompany accounts and transactions.

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of November 30, 2016, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $9,477,541 at November 30, 2016. As of November 30, 2016, the Company's working capital was $39,505. Achievement of the Company's objectives will be dependent upon the ability to obtain additional financing, to locate profitable mining properties and generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing, obtaining additional financing from investors, and/or lenders, and attaining additional commercial production. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implications of associated bankruptcy costs should the Company be unable to continue as a going concern. In the event the Company is unable to fulfill the terms as specified in the Property Option Agreements (Note 4), the Company could default on the agreement(s) and surrender its right to future claims on the respective property.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management assumptions and estimates relate to asset impairments and stock option valuation. Actual results could differ from these estimates and assumptions and could have a material effect on the Company’s reported financial position and results of operations.

Cash and cash equivalents

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.

Financial Instruments

The Company's financial instruments include cash and cash equivalents, and short term notes payable, related party. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at November 30, 2016 and February 29, 2016, respectively.

Fair Value Measures

The Financial Accounting Standards Board Accounting Standards Codification Topic 820 "Fair Value Measurements" ("ASC 820") requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quote prices for similar assets or liabilities in active markets; quoted prices for identical assets in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3: Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

At November 30, 2016 and February 29, 2016, the Company had no assets or liabilities accounted for at fair value on a recurring basis.

Stock-based Compensation

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 employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a ten-year maximum term and 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.

Loss Per Share

Basic Earnings Per Share ("EPS") is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options and warrants.

The dilutive effect of outstanding securities for years ended November 30, 2016 and November 30, 2015, would be as follows:

At November 30, 2016 and November 30, 2015, respectively, the effect of the Company's outstanding options and common stock equivalents would have been anti-dilutive.

Income Taxes

The Company recognizes provision for income tax using the liability method. Deferred income tax liabilities or assets at the end of each period are determined using the tax rates expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

New Accounting Pronouncement

In August 2014, the FASB issued ASU No. 2014-15—Presentation of Financial Statements—Going Concern. The guidance requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). If conditions or events exist that raise substantial doubt about an entity’s ability to continue as a going concern, the guidance requires disclosure in the financial statements. The guidance will be effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.  Early application is permitted.  The Company has concluded that adoption of the standard would have minimal impact on the Company’s financial statements as such disclosure is already included the financial statements.

NOTE 3 – NOTE RECEIVABLE

On April 7, 2016, the Company entered into a short-term promissory note and loaned $67,500 to an energy company. The note matures on April 7, 2017 and in interest-free. For the first twelve months, there are no monthly installment payments due to Quantum Energy, Inc. Thereafter, the monthly installment shall be $2,500 per month until paid in full.

NOTE 4 – LAND PURCHASE OPTION AGREEMENTS

The Company has executed a series of land purchase option agreements with various landowners in and around the State of Montana. In aggregate the land purchase option agreements encompass approximately 1,150 acres. For a period of two years from the respective execution date, the Company has the option to purchase the property for the purpose of evaluating and developing a Clean Energy Center including a diesel refinery, crude processing and natural gas liquid stripping facility and CO2 capture equipment for enhanced oil recovery.

The fair value of consideration given for the exclusive option to purchase has been charged to “Other Assets” and amortized over the respective term of the land purchase option agreement. For the three months and nine months ended November 30, 2016 and February 28, 2015, the Company amortized “Land Option Expense” $946,075 and $521,040, respectively.

The Company recognized an impairment expense of $206,573 relating to certain land purchase option agreements at February 29, 2016. There are no liabilities or future obligations to the Company on any of the impaired land purchase option agreements. Absent notification to or from land owners, the Company retains right to purchase related properties. To date, notification of cancellation has not been communicated by either party. However, in lieu of executed extensions to the land purchase options, the Company accelerated amortization of remaining book value on those properties to which significant cash payments have been delinquent and, therefore, are potentially in default of terms of the purchase option agreement.

The following is a summary of the Company’s Other Assets at November 30, 2016: