Summary of QUANTUM ENERGY INC.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Overview

Unless the context otherwise requires, all preferences to "Quantum," "our," "us," "we" and the "Company" refer to Quantum Energy, Inc. and its subsidiaries, as a combined entity.

We are a development stage company engaged in the acquisition and exploration of gas and oil properties. We were incorporated on February 5, 2004, in the State of Nevada. Our principal executive offices are located at 7250 NW Expressway, suite 260, Oklahoma City, OK. Our telephone number is (405) 728-3800.

Starting in May of 2006, we decided to embark on a new business path in oil and gas exploration and acquisitions. We acquired interests in numerous oil & gas properties in the Barnett Shale area of West Texas. Our business strategy is to acquire interest in the properties of, and working interests in the production owned by, established oil and gas production companies, whether public or private, in the United States oil producing areas. We believe such opportunities exist in the United States. We also believe that these opportunities have considerable future potential for the development of additional oil reserves. Such new reserves might come from the development of existing but as yet undeveloped reserves as well as from future success in exploration.

When and if funding becomes available, we plan to acquire high-quality oil and gas properties, primarily "proven producing and proven undeveloped reserves." We will also explore low-risk development drilling and work-over opportunities with experienced, well-established operators.

Results Of Operations

Three months ended November 30, 2008 compared to three months ended November 30, 2007

Revenues for the three months ended November 30, 2008 were $nil as compared to revenues of $9,950 for the three months ended November 30, 2007.

For the three months ended November 30, 2008, operating expenses totaled $16,575 as compared to operating expenses of $57,700 for the three months ended November 30, 2007. This was a decrease of $41,125 or 77%. This decrease was primarily due to a decrease in management and administrative costs incurred by the Company.

Interest expense for the three months ended November 30, 2008 was $25,982 as compared to interest expenses of $23,648 for the three months ended November 30, 2007. This was an increase of $2,334, due from an increase in borrowed funds.

The net loss for the three months ended November 30, 2008 was $37,938 as compared to $72,573 for the three months ended November 30, 2007, a decrease of $34,635 or 48%. The

decrease in losses for the three months ended November 30, 2008 was due to the decrease in operating expenses.

Nine months ended November 30, 2008 compared to nine months ended November 30, 2007

Revenues for the nine months ended November 30, 2008 were $nil as compared to revenues of $56,713 for the nine months ended November 30, 2007.

For the nine months ended November 30, 2008, operating expenses totaled $77,122 as compared to operating expenses of $140,958 for the nine months ended November 30, 2007. This was a decrease of $63,836 or 45%. This decrease was primarily due to a decrease in management and administrative costs incurred by the Company.

Interest expense for the nine months ended November 30, 2008 was $77,877 as compared to interest expenses of $74,891 for the nine months ended November 30, 2007. This was an increase of $2,986, due from an increase in borrowed funds.

The net loss for the nine months ended November 30, 2008 was $148,772 as compared to $163,567 for the nine months ended November 30, 2007. The decrease in losses for the nine months ended November 30, 2008 was due to the decrease in operating expenses.

Liquidity and Capital Resources

We had total current assets as of November 30, 2008 of $2,364 as compared to $43,323 as of February 29, 2008, all in cash. Additionally, we had a shareholders deficiency in the amount of $2,797,546 as of November 30, 2008 as compared to $2,648,772 as of February 29, 2008, a direct result of the Company not obtaining sufficient revenues.

The Company had a negative cash flow of $61,407 from operating activities for the nine months ended November 30, 2008, as compared to a positive cash flow of $206,254 for the nine months ended November 30, 2007, a decrease in cash outflow of approximately 130%.

Cash inflow from financing activities was $22,948 the nine months ended November 30, 2008 as compared to cash outflow of $200,000 for the nine months ended November 30, 2007 attributable to the increased financing.

The on-going negative cash flow from operations raises substantial doubt about our ability to continue as a going concern. The Companies ability to continue as a going concern is dependent on the ability to raise additional capital and implement its business plan.

The Company has not realized any revenues since inception and for the nine months ended November 30, 2008. The Company is presently operating at an ongoing deficit.

The Company has not attained profitable operations and will require additional funding in order to cover the anticipated professional fees and general administrative expenses and to proceed with the anticipated investigation to identify and purchase new mineral properties worthy of exploration or any other business opportunities that may become available to it. The Company anticipates that additional funding will be required in the form of equity financing from the sale of common stock. However, the Company cannot provide investors with any assurance that

sufficient funding from the sale of common stock to fund the purchase and the development of any future projects can be obtained. The Company believes that debt financing will not be an alternative for funding future corporate programs. The Company does not have any arrangements in place for any future equity financings.

As of November 30, 2008 the Company had a working capital deficiency of $2,417,265 as compared to $2,308,048 as of February 29, 2008. A major portion of debt is attributed to payments made for mineral properties, and operating deficiency.

At November 30, 2008 there was no bank debt.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Going Concern

The Company has not attained profitable operations and is dependent upon obtaining financing to pursue its business objectives. For these reasons, the Company's auditors stated in their report on the Company's audited financial statements that they have substantial doubt the Company will be able to continue as a going concern without further financing.

The Company may continue to rely on equity sales of the common shares in order to continue to fund the Company's business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned business activities.

Off-Balance Sheet Arrangements

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