10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2019

☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

Commission file number 333-225892

Quantum Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-0428608
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3825 Rockbottom Henderson, NV	89030
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 702-323-6455

Securities registered pursuant to Section 12(b) of the Act: 

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, $0.001 Par Value	QEGY	OTC.PK

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically on its corporate Website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit filed). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐
Smaller reporting company	☒	Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of issuer’s common stock, par value $0.001 per share, outstanding as of November 30, 2019 was approximately 48,491,485.

1

Contents

PART I - FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.	16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4. CONTROLS AND PROCEDURES	21
PART II - OTHER INFORMATION	22
ITEM 1. LEGAL PROCEEDINGS.	22
ITEM 1A. RISK FACTORS.	22
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES.	22
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	23
ITEM 4. MINE SAFETY DISCLOSURES.	23
ITEM 5. OTHER INFORMATION.	23
ITEM 6. EXHIBITS.	23

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

QUANTUM ENERGY, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	November 30, 2019			February 28, 2019
ASSETS
CURRENT ASSETS:
Cash	$	9,095		$	1,578
TOTAL CURRENT ASSETS		9,095			1,578
Joint Venture		150,000			----
Deposits		---			7,822
TOTAL ASSETS	$	159,095		$	9,400
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	125,536		$	68,331
Accounts payable and accrued liabilities, related parties		182,669			183,185
Common Stock Payable		200,000			---
Convertible Note Payable		67,500			---
Derivative Liability		114,736			---
Promissory Notes Payable		101,279			7,980
Promissory Notes Payable, Related Parties		96,015			64,300
Total Current Liabilities		887,735			323,796
TOTAL LIABILITIES		887,735			323,796
Stockholders' Deficit
		—			—
Common Stock, $.001 par value; 495,000,000 Shares Authorized; 48,491,485 Issued and Outstanding, Respectively		48,491			48,491
Additional Paid-In Capital		11,449,681			10,996,420
Accumulated Deficit		(12,226,812	)		(11,359,307	)
Total Stockholders' Deficit		(728,640	)		(314,396	)
Total Liabilities And Stockholders' Deficit	$	159,095		$	9,400

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

3

QUANTUM ENERGY, INC.

CONSOLIDATED BALANCE SHEETS (AUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

	For the Three Months Ended						For the Nine Months Ended
	November 30,						November 30,
	2019			2018			2019			2018
Operating Expenses
Advertising and Marketing		—			—			888			—
Management Fees and Consulting		—			—			11,750			5,131
General and Administrative		1,684			8,498			34,555			32,479
Professional Fees		54,461			25,901			183,930			211,430
Total Operating Expenses		56,145			34,399			231,123			249,040
Other (Income) and Expenses
Bad Debts		—			—			30,000			—
(Gain) Loss on Derivative		(27,245	)		—			114,736			—
Interest Expense		6,180			433			38,385			433
Interest Expense - Warrants		—			—			453,261			—
Total Other Expenses		(21,065	)		433			636,382			433
Total Expenses		35,080			(34,832	)		(867,505	)		(249,473	)
Loss Before Income Tax Expense		(35,080	)		(34,832	)		(867,505	)		(249,473	)
Income Tax Expense		—			—			—			—
Net Loss for the Period	$	(35,080	)	$	(34,832	)	$	(867,505	)	$	(249,473	)
Weighted Average Number of Common Shares - Basic and Diluted		48,491,485			48,491,485			48,491,485			48,347,692
Net Loss for the Period Per Common Shares - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.01	)

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

4

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

For the Nine Months Ended November 30,	2019			2018
Cash Flows from Operating Activities
Net Loss for the Period	$	(867,5050	)	$	(249,473	)
Non-Cash Adjustments:
Common Stock Issued for Professional Services		—			5,131
Bad Debts		30,000			—
Deposits Written Off		7,822			—
Loss on Derivative		114,736			—
Interest on Default of Convertible Note		22,500			—
Interest Expense on Convertible Note Warrants		453,261			—
Changes in Assets and Liabilities:
Prepaid Expenses		—			37,500
Notes Receivable		(30,000	)		—
Accounts Payable and Accrued Expenses		57,205			6,037
Accounts Payable and Accrued Expenses - Related Parties		(516	)		105,690
Net Cash Flows Used In Operating Activities		(212,497	)		(77,843	)
Cash Flows from Investing Activities
Investment in Joint Venture		(150,000	)		—
Cash Flows from Financing Activities		(150,000	)
Cash Flows from Financing Activities
Proceeds from Notes Payable		93,299			5,000
Proceeds from Stock Subscription		200,000			—
Cash Proceeds Received from Convertible Note Payable		45,000			—
Cash Received from Notes Payable - Related Parties		31,715			60,000
Net Cash Flows Provided by Financing Activities		370,014			65,000
Net Change in Cash		7,517			(12,843	)
Cash - Beginning of Period		1,578			19,864
Cash - End of Period	$	9,095		$	7,021
Cash Paid During the Period for:
Interest	$	—		$	—
Income Taxes	$	—		$	—
Supplemental Disclosures of Non Cash Investing and Financing Activities:
Common Stock Issued to Pay Common Stock Payable	$	—		$	152,198

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

5

QUANTUM ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2019

AND 2018 - UNAUDITED

			Common Stock				Additional					Total
	Subscription		$ 0.001 Par				Paid-In		Accumulated			Stockholders'
For the Three Months Ended November 30, 2018	Receivable		Shares		Amount		Capital		Deficit			Deficit
Balance – September 1, 2018	$	—		48,491,484	$	48,491	$	10,996,420	$	(11,232,157	)	$	(187,246	)
Net Loss for the Period		—		—		—		—		—			(34,832	)
Balance – November 30, 2019		—		48,491,483	$	48,491	$	10,996,420	$	(11,266,989	)	$	(222,078	)

				Common Stock				Additional				Total
	Subscription			$ 0.001 Par				Paid-In		Accumulated		Stockholders'
For the Three Months Ended November 30, 2019	Receivable			Shares		Amount		Capital		Deficit		Deficit
Balance – June 1, 2019	$	(200,000	)		48,491,485	$	48,491	$	11,449,681	$	12,191,732	$	(893,560	)
Proceeds from Stock Subscription		200,000			—		—		—		—		200,0000
Net Loss for the Period		—			—		—		—		11,449,681		(35,080	)
Balance – November 30, 2019	$	—			48,491,485	$	48,491	$	10,996,420		11,449,681	$	(12,226,812	)

			Common Stock				Additional					Total
	Subscription		$ 0.001 Par				Paid-In		Accumulated			Stockholders'
For the Nine Months Ended November 30, 2018	Receivable		Shares		Amount		Capital		Deficit			Deficit
Balance - March 1, 2018	$	—		47,361,683	$	47,362	$	10,828,079	$	(11,017,516	)	$	(142,075	)
Common Stock Issued for Common Stock Payable		—		1,014,655		1,014		151,184		—			152,198
Common Stock Issued for Professional Services		—		115,147		115		17,157		—			17,272
Net Loss for the Period		—		—		—		—		(249,473	)		(249,473	)
Balance – November 30, 2018	$	—		48,491,484	$	48,491	$	10,996.420	$	(11,266,989	)	$	(222,078	)

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

6

				Common Stock				Additional					Total
	Subscription			$ 0.001 Par				Paid-In		Accumulated			Stockholders'
For the Nine Months Ended November 30, 2019	Receivable			Shares		Amount		Capital		Deficit			Deficit
Balance - March 1, 2019	$	—			48,491,485	$	48,491	$	10,996,420	$	(11,359,307	)	$	(314,396	)
Value of Subscription Receivable		(200,000	)		—		—		—		—			(200,000	)
Proceeds from Stock Subscription		200,000			—		—		—		—			200,000
Value of Warrants for Convertible Note		—			—		—		453,261		—			453,261
Net Loss for the Period		—			—		—		—		(867,505	)		(867,505	)
Balance – November 30, 2019	$	—			48,491,485	$	48,491	$	11,449,681	$	(12,266,812	)	$	(728,640	)

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

7

QUANTUM ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2019

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 fuel distribution.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated balance sheet has been derived from the February 28, 2019 audited financial statements and the unaudited condensed consolidated financial statements as of November 30, 2019 and 2018, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended February 28, 2019 (the “2018 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”).  It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for fair condensed consolidated financial statements presentation. Operating results for the three and nine months ended November 30, 2019, are not necessarily indicative of the results of operations expected for the year ending February 29, 2020.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries FTPM Resources Ltd. and Dominion Energy Processing Group, Inc. after elimination of the intercompany accounts and transactions.

Use of Estimates

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

Risks and uncertainties

The Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.

8

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - continued

Fair value of financial instruments

The Company's financial instruments include cash and cash equivalents, promissory notes payable, and promissory notes payable, related parties. All instruments are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at November 30, 2019 and 2018, respectively.

Fair value measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.

At November 30, 2019 and 2018, the Company had no assets or liabilities accounted for at fair value on a recurring basis.

Long-Lived Assets

The Company reviews long-lived assets which include a deposit on land purchase for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows and reports any impairment at the lower of the carrying amount or the fair value less costs to sell.

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 stock options will be held before they are exercised (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), 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.

Related Parties

In accordance with ASC 850 “Related Party Disclosure”, a party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company; its directors, officers, and management; members of the immediate families of principal owners of the Company and its management; and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

9

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - continued

New Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including the new lease standard. The Company does not have any leases and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months.

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of November 30, 2019 and February 28, 2019, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying condensed consolidated balance sheets and condensed consolidated statements of operations, the Company has an accumulated deficit and a working capital deficit at November 30, 2019 and February 28, 2019. Achievement of the Company's objectives will be dependent upon the ability to obtain additional financing, 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 revenue. 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.

NOTE 4 – EARNINGS 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 as of November 30, 2019 and February 28, 2019, respectively, would be as follows:

	November 30, 2019		February 28, 2019
Warrants		5,054,802		2,129,802
TOTAL POSSIBLE DILUTION		5,054,802		2,129,802

At November 30, 2019 and February 28, 2019, respectively, the effect of the Company's outstanding options and warrants would have been anti-dilutive.

NOTE 5 – OTHER ASSETS

Peconic Note Receivable

On April 17, 2019, the Company loaned funds under a secured convertible promissory note (“Peconic Note”) to Peconic Energy, Inc. (“Peconic”) for the principal amount of $30,000 with the principal balance and all accrued interest being due and payable 18 months from the date of the note. Interest shall be accrued at rate of 12% per annum or 40% of the gross revenues generated by the maker, whichever is greater. The Peconic Note is secured by 100% of the Peconic’s assets and is convertible at any time during the term of the note into 40% of the Peconic’s assets. At the date of the report for the period ended May 31, 2019, it was determined that it was highly unlikely that the Company would collect this note receivable. Therefore, the Company allowed for this note in the amount of $30,000 at May 31, 2019. It is included it in bad debts in the statement of operations for the nine months ended November 30, 2019.

10

NOTE 5 – OTHER ASSETS - continued

Deposit on land purchase

On December 5, 2016, the Company executed a Farm Contract of Purchase and Sale with a landowner in Stoughton, Saskatchewan (“the Stoughton Agreement”). The purchase price of the property is $500,000 (Canadian) subject to certain terms and conditions including approval of the purchase by the Saskatchewan Farmland Review board, the Company completing various test for hydrology and land suitability, the proposed refinery project meeting all requirements of various Saskatchewan government laws and bylaws, and full approval by all levels of provincial government and agencies. The Company paid $7,822 as a deposit on the property.

The purchase contract originally expired on December 15, 2017; however, the contract was amended to extend the closing date to July 10, 2018 for removal of all terms and conditions to the purchase.

On June 8, 2018, the Company amended the Stoughton Agreement to a purchase price of $525,000 (Canadian) and extended the option to purchase the property until December 31, 2018 for no additional consideration. The Stoughton Agreement expired on December 31, 2018.

On June 3, 2019, by mutual agreement of the parties, the Stoughton Agreement was extended until October 31, 2019 for no additional consideration. At the date of the report for the period ended May 31, 2019, the Stoughton Agreement had been terminated. (Note 13). Due to the termination of the agreement, the Company reclassed this deposit of $7,822 to accounts payable related party as the deposit was refunded but the money was given to a related party to pay amounts due him.

NOTE 6 – PROMISSORY and CONVERTIBLE NOTES PAYABLE

The Company’s outstanding notes payable are summarized as follows:

	November 30, 2019		February 28, 2019
0% unsecured note payable - December 2013, due on demand	$	2,000	$	2,000
0% unsecured note payable - November 2015, due on demand		980		980
8% unsecured note payable - October 2018, due on demand		5,000		5,000
6% unsecured note payable – April 2019, due on demand		3,325	––
8% unsecured note payable - October 2018, due on demand		89,974	––
Total Notes Payable	$	101,279	$	7,980

Interest expense for the three and nine months ended November 30, 2019 was $753 and $1,121, respectively. Interest expense for each of the three and nine months ended November 30, 2018 was $433.

Convertible note payable consists of one note payable in the amount of $67,500 and $-0-, at November 30, 2019 and February 28,2019, respectively. The note which was issued in April 2019 for $45,000 accrues interest at an annual rate of 12% and matures in April 2020. In the event of default, the note principal is increased by 150% times the outstanding principal and provides for default interest at 22%. Interest expense for the three and nine months ended August 30, 2019 was $3,713 and $7,931, respectively. Due to the conversation features of this note the Company calculated a derivative utilizing a Black Scholes method. This method used the following inputs to obtain the derivative value on November 30, 2019. Stock value of $0.06, discounted exercise price of 39% of the lowest stock market price 20 days prior to the valuation date, volatility of 258.36% . Discount Bond equivalent yield of 1.60%. At November 30, 2019 derivative liability was $114,736 and (gain0 loss on derivatives for the three and nine months ended November 30, 2019 was $(27,245) and $114,736, respectively.

11

NOTE 6 – PROMISSORY and CONVERTIBLE NOTES PAYABLE - continued

The conversion option expires on October 7, 2020. On June 18, 2019, the Company received a default notice from Power Up stating that the Company is in default under the Power Up Note because, among other reasons, the Company failed to comply with the reporting requirements of the Securities Exchange Act of 1934 as required by the Note, and therefore accelerating the terms of the Power Up Note and demanding that the Company pay the default sum of $67,500 together with accrued interest and accrued default interest with respect to the Power Up Note. The Company is currently seeking to reach a settlement of this matter with Power Up but as of the date of this report no settlement has been reached.

NOTE 7 – PROMISSORY NOTES PAYABLE, RELATED PARTY AND OTHER RELATED PARTY TRANSACTIONS

The Company’s outstanding notes payable, related party are summarized as follows:

	November 30, 2019		February 28, 2019
0% unsecured note payable - October 2015, due on demand	$	2,300	$	2,300
0% unsecured note payable – November 2015, due on demand		2,000		2,000
8% unsecured note payable - October 2018, due on demand		60,000		60,000
6% unsecured note payable – April 2019, due on demand		15,825	––
6% unsecured note payable – April 2019, due on demand		15,890	––
TOTAL	$	96,015	$	64,300

Interest expense for the three and nine months ended November 30, 2019 was $1,714 and $6,834, respectively. Interest expense for each of the three and nine months ended November 30, 2018 was $-0-.

Starting January 1, 2019, the Company began accruing a monthly management fee of $15,000 due to an advisory company owned by Andrew J. Kacic, the Company’s former chief executive officer (“CEO”). During the year ended February 28, 2019, the Company recognized management fees of $30,000 under this agreement which amount is included in “Accounts payable and accrued liabilities, related parties” on the consolidated balance sheet at February 28, 2019. Since February 28, 2019, no additional management fees have been accrued since the parties are in dispute. There were no similar management fees due the CEO prior to December 31, 2018. Certain directors and officers of the Company dispute the management fee asserting that no consulting agreement has been executed. It is possible that the amount ultimately paid to the advisory company will be other than the accrued balance of $30,000 due to continuing negotiations between the board of directors and the former CEO. The disputed amount as of the date of these financials is $150,000, which is the remaining 10 (ten) months of the management fee for the calendar year ended 2019. Amounts due to Andrew Kacic at November 30, 2019 and February 28, 2019 were $17,868 and $30,000, respectively.

Certain officers and directors of the Company had paid various expenses on behalf of the Company. Balances due to the officers and directors for reimbursement of these expenses were $164,801 and $153,185 at August 31, 2019 and February 28, 2019, respectively, which amounts are included in “Accounts payable and accrued liabilities, related parties” on the condensed consolidated balance sheets.

NOTE 8 – COMMON STOCK

Common stock

The Company is authorized to issue 495,000,000 shares of its common stock with a par value of $0.001 per share. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to one vote for each share owned at any Shareholders’ meeting.

Preferred stock

The Company is authorized to issue 5,000,000 shares of its preferred stock with a no-par value per share with no designation of rights and preferences.  

12

NOTE 8 – COMMON STOCK - continued

Common shares issued for cash

On February 28, 2018, the Company closed a private placement of its securities (the “2018 Offering). The 2018 Offering consisted of the sale of “units” of the Company’s securities at the per unit price of $0.15. Each unit consisted of one share of common stock and one warrant to purchase an additional share of common stock. Warrants issued pursuant to the 2018 Offering entitled the holders to purchase shares of common stock for the price of $0.15 per share. The term of each warrant is for twenty-four months from date of issuance. Total proceeds of $125,000 for the sale of 833,333 units were received prior to February 28, 2018 but the shares of common stock had not been issued until after that date. Thus, the proceeds are classified as “Common Stock Payable” as of February 28, 2018. The Company issued these shares on April 4, 2018.

Common shares issued for services

During the fiscal year ended February 28, 2018, the Company authorized the issuance of 181,323 shares of its common stock to two service providers in lieu of cash payment for accounts payable pursuant to the terms of the 2018 Offering. Based on a share price of $0.15, the fair value of the shares issued was $27,198. The shares of common stock were not issued as of February 28, 2018 and thus were classified as “Common Stock Payable” as of February 28, 2018. The Company issued these shares on April 4, 2018.

On April 4, 2018, the Company issued 115,147 shares of its common to a service provider in lieu of cash for professional services provided during March and April 2018. Based on a share price of $0.15, the fair value of the shares issued was $17,272.

Common stock retirement

On January 27, 2018, the former chairman of the Company’s board of directors and a current director of the Company’s board of directors each agreed to return 5,000,000 shares of the Company’s common stock for an aggregate total of 10,000,000 common shares for consideration of $Nil. The shares are held by the Company as authorized but unissued treasury shares as of November 30, 2019.

NOTE 9 - WARRANTS

On July 10, 2017, in conjunction with a Private Placement, the Company issued 500,000 warrants to purchase shares of the Company’s common stock with an exercise price of $0.21 per share expiring in one year. In March 2018, by mutual agreement, the Company amended 500,000 common stock purchase warrants from an exercise price of $0.21 per share to $1.00 per share and extended the expiration date to June 9, 2020.

On February 28, 2018, the Company issued 833,333 warrants to purchase an additional 833,333 shares of its common stock to two investors pursuant to the “2018 Offering”. The term of each warrant is for twenty-four months from date of issuance with an exercise price of $1.00.

On February 28, 2018, the Company issued 296,469 warrants to purchase an additional 296,469 shares of its common stock to two service providers in lieu of cash payment for accounts payable for their participation in the 2018 Offering.

On March 15, 2018, by mutual agreement, the Company amended 500,000 common stock purchase warrants from an exercise price of $0.13 per share to $1.00 per share.

On March 20, 2019 and April 17, 2019 the Company issued 1,250,000 and 675,000 warrants respectively to purchase an 1,925,000 additional shares of its common stock to eight investors The term of each warrant is for thirty six months from date of issuance with an exercise price of $0.25. The value of the warrants calculated at March 20 and April 17, 2019 was $200,439 and $74,250 for a combined total of $274,689 and is in included in interest expense -warrants on the condensed consolidated statements of operations for the three months ended May 31, 2019. The value of the warrants was calculated utilizing a Black Scholes method which used the market value of the stock based on the issue date, a exercise price of $0.25, a volatility of 228% and a discount bond equivalent range of 2.34% - 2.37%.

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NOTE 9 – WARRANTS - continued

On June 28, 2019, the Company issued 1,000,000 warrants with an exercise price of $0.25. On the same date the Company also extended the term of 1,000,000 warrants and adjusted the exercise price of these warrants to $0.25. The term of the new warrants are for eighteen months from date of issuance. The extended warrants term is 500,000 for two years and 500,000 for two and a half years. The value of the warrants calculated was $176,579 and is in included in interest expense -warrants on the condensed consolidated statements of operations for the three months ended August 31, 2019. The value of the warrants was calculated utilizing a Black Scholes method which used the market value of the stock based on the issue date, an exercise price of $0.25, volatility of 360.99%, 351.88% and 339.45% and a discount bond equivalent of 1.75 and 1.71%.

The following is a summary of the Company’s warrants issued and outstanding:

	November 30, 2019				February 28, 2019
	Warrants		Price (a)		Warrants		Price (a)
Beginning balance		2,129,802	$	1.00		2,129,802	$	0.61
Issued		2,925,000		.25		––		––
Exercised		––		––		––		––
Expired		––		––		––		––
Ending balance		5,054,802	$	0.37		2,129,802	$	1.00

(a) Weighted average exercise price per shares

The following table summarizes additional information about the warrants granted by the Company as of November 30, 2019 and February 28, 2019:

Date of Grant	Warrants outstanding		Warrants exercisable		Price		Remaining term (years)
November 19, 2016		500,000		500,000	$	.25		1.47
July 10, 2017		500,000		500,000		.25		2.03
February 28, 2018		1,129,802		1,129,802		1.00		.25
March 20, 2019		1,250,000		1,250,000		0.25		2.30
April 17, 2019		675,000		675,000		0.25		2.38
June 28, 2019		1,000,000		1,000,000		.25		1.08
Total warrants		5,054,802		4,054,802	$	.37		1.29

NOTE 10 – OTHER MATTERS- Joint Venture

Easy Energy Systems Inc. Memorandums of Understanding

On April 2, 2019, the Company and its subsidiary FTPM Resources, Inc. entered into a Non-Binding Memorandum of Understanding (“MOU-1”) with Easy Energy Systems, Inc. (“EESI Systems”). Pursuant to the MOU-1, if certain conditions are met, including the availability of financing: (i) EESI Systems and FTPM will enter into a joint venture, which would be owned 33% by FTPM and 67% by EESI Systems, for the purpose of developing and marketing of “clear glucose”; FTPM will have a 90-day option beginning April 30, 2019, to merge with EESI Systems, whereby EESI Systems will be the surviving entity; EESI Systems will have the right to acquire shares of preferred stock of the Registrant, with such rights and preferences as the parties shall agree; and EESI Systems will have the right to appoint members to the board of directors of the Registrant. EESI Systems designs, manufacturers, operates and sells its patented 1M, 2M, and 5M gallon per year, small-scale, modular biorefineries for the production of alternative liquid biofuels from organic waste streams.

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NOTE 10 – OTHER MATTERS- Joint Venture – continued

On April 16, 2016 the Company entered into a separate Non-Binding Memorandum of Understanding (“MOU-2”) to acquire EESI Infrastructure Series, LLC (“EESI Infrastructure”). The prospective EESI Infrastructure acquisition, if consummated as provided in the MOU-2, would provide a guarantee for the construction of an addition to the existing plant of EESI Systems in Emmetsburg, Iowa. This addition will add a 9.3 Mega Watt dual gas power plant to EESI Systems’ Emmetsburg facility at an anticipated cost of approximately $10 million. Upon signing the MOU-2, the Company paid $25,000 to the EESI Infrastructure. Due to the uncertainty of this agreement, the $25,000 deposit has been expensed in General and Administrative expenses for the six months ended August 31, 2019.

As of January 22, 2021, no action has been performed under either MOU.

Private Placement – Raul Factor

In furtherance of the June 28, 2019, Binding Letter of Intent with EESI and to monetize the distribution rights to EES’ modular Technologies, (a) on July 8, 2019, JV-1 entered into a License and Operating Agreement – Major Terms Summary with Raul Factor BV (“RF”) pursuant to which the RF and JV-1 created a new joint venture to be named Easy Energy Systems – Europe (“EES-E”) and pursuant to which the EES-E joint venture purchased the distribution rights for the EESI “MEPS®” technology for the territory of the European Union, and (b) on July 8, 2019, JV-1 entered into a License and Operating Agreement – Major Terms Summary with RF pursuant to which the parties created a new joint venture to be named Easy Energy Turf & Carpet (“EETC”) and pursuant to which the EETC joint venture purchased the global distribution rights to EESI’s MEPS® technology for turf & carpet feedstock. Each of EES-E and EETC is owned 25% by us, 25% by EES and 50% by Raul Factor The aggregate purchase price paid for the licensing and distribution for EES-E and EETC was $150,000 (US).

Private Placement – Raul Factor - continued

In connection with and as part of the foregoing joint venture transactions with JV-1 and RF, on July 11, 2019, the principals of RF, who are existing holders of our common stock, purchased for an aggregate price of $200,000, 1,000,000 additional restricted shares of our common stock and warrants to purchase 1,000,000 restricted shares (at an exercise price of $0.25 per share) of our common stock, and pursuant to the EES-E and EETC Joint Ventures the Company agreed to use the proceeds from the sale of such shares and warrants to purchase from EESI the above mentioned EES-E and EETC distribution rights for an aggregate price of $150,000, and the Company then assigned such distribution rights to EES-E and EETC respectively. Raul Factor also agreed to invest the required reasonable funding as determined by the board of directors of EETC for the startup, working capital, specific module development and required 6 months of economic demonstration of carpet and artificial turf into energy or value-added products for EETC. Also, EES agreed to contribute its module technologies developed by or available via license agreements from others to EES further on to EES-E via license agreements conforming to the terms set forth in these License and Operating Agreements. Raul Factor also agreed to fund additional capital requirements.

Pursuant to this June 28, 2019, Binding Letter of Intent, the parties agreed to, among other things, that within 90 days from the date of the Binding Letter of Intent, the Company would raise $10,000,000 in capital for use by EESI. As of the date of this report, the Company was not able to raise such capital. In connection therewith, on October 29, 2019, delivered to us the terms of a proposed termination of the June 28, 2019 Binding Letter of Intent. As of the date of this report this the terms of such termination have not been finalized.

Pursuant to these two License and Operating Agreements, the principals of Raul Factor BV agreed to provide an aggregate of $200,000 (USD) to purchase an aggregate of 1,000,000 units of Quantum at a price of $0.20 per Unit, (for an aggregate of 1,000,000 shares of the Company’s common stock plus 18 month warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at a price of $0.25 per share. Pursuant to these transactions, the Company agreed to use $150,000 of the proceeds from the sale of the Units to purchase the distribution rights of EES-E and EETC and in turn the Company would assign such distribution rights to EES-E and EETC respectively. Also, Raul Factor agreed to invest the required reasonable funding as determined by the board of directors of EETC for the startup, working capital, specific module development and required 6 months of economic demonstration of carpet and artificial turf into energy or value-added products for EETC. Also, EES agreed to contribute its module technologies developed by or available via license agreements from others to EES further on to EES-E via license agreements conforming to the terms set forth in these License and Operating Agreements. Raul Factor also agreed to fund additional capital requirements.

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NOTE 10 – OTHER MATTERS – Joint Venture - continued

Also, as part of the transactions contemplated by these agreements: (i) the stock purchase warrant issued on November 20, 2016, to Kevin Holinaty to purchase 500,000 shares of the Company’s common stock (“Warrant No. 002”) was amended to extend the exercise period of the warrant through May 19, 2021 and to change the exercise price to $0.25 per share; (ii) the stock purchase warrant issued to Kevin Holinaty issued on June 9, 2017, and amended on March 15, 2018, to purchase 250,000 shares of the Company’s common stock (“Warrant No. 003”) was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iii) the stock purchase warrant issued to Haaye de Jong to purchase 250,000 shares of the Company’s common stock was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iv) the Company issued a warrant to Kevin Holinaty to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020; (v) the Company issued a warrant to Haaye de Jong to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020. (See Note 9).

The sale of the Units and the warrants to Kevin Holinaty and Haaye de Jong, the principals of Raul Factor, who have represented that they are “accredited investors” and non-U.S. citizens and in offshore transactions, was made in reliance on Rule 506 of Regulation D and on Regulation S.

Also, as part of the transactions contemplated by these agreements: (i) the stock purchase warrant issued on November 20, 2016, to Kevin Holinaty to purchase 500,000 shares of the Company’s common stock (“Warrant No. 002”) was amended to extend the exercise period of the warrant through May 19, 2021 and to change the exercise price to $0.25 per share; (ii) the stock purchase warrant issued to Kevin Holinaty issued on June 9, 2017, and amended on March 15, 2018, to purchase 250,000 shares of the Company’s common stock (“Warrant No. 003”) was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iii) the stock purchase warrant issued to Haaye de Jong to purchase 250,000 shares of the Company’s common stock was amended to extend the exercise period to December 9, 2021, and to change the exercise price to $0.25 per share; (iv) the Company issued a warrant to Kevin Holinaty to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020; (v) the Company issued a warrant to Haaye de Jong to purchase 500,000 shares of the common stock at a price of $0.25 per share, which warrant has an exercise period until December 20, 2020. (See Note 9).

The sale of the Units and the warrants to Kevin Holinaty and Haaye de Jong, the principals of Raul Factor, who have represented that they are “accredited investors” and non-U.S. citizens and in offshore transactions, was made in reliance on Rule 506 of Regulation D and on Regulation S.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statement that expresses or involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or states that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

● Risks related to government regulation;

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● Risks related to environmental concerns;

● Risks related to the Company’s ability to obtain additional required capital;

● Risks related to the Company’s insurance coverage for operating risks;

● Risks related to the fluctuation of prices for crude oil;

● Risks related to the competitive oil refinery industry;

● Risks related to the possible dilution of the Company’s common stock from additional financing activities;

● Risks related to potential conflicts of interest with the Company’s management;

● Risks related to the Company’s shares of common stock.

This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections “Description of Business” and “Management’s Discussion and Analysis and Plan of Operation” of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Quantum Energy, Inc. disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Quantum Energy, Inc. qualifies all forward-looking statements contained in this Quarterly Report by the foregoing cautionary statement.

Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include the Company’s expectations and objectives regarding its future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis and Plan of Operation” and elsewhere in this Quarterly Report.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Quantum Energy,”, “Quantum” and the “Company”, mean Quantum Energy, Inc., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

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The following statements may be forward-looking in nature and actual results may differ materially.

Corporate Background

Our business strategy is to develop a “state-of-the art”, energy efficient, 40,000 BPD full slate refinery in Stoughton, Saskatchewan, Canada (the “Stoughton Refinery”) to refine the light shale crude oil primarily from the Viewfield oil field of the Bakken formation in Saskatchewan, Canada. Our principal executive offices are located at 3825 Rockbottom, Henderson, Nevada. The Company’s telephone number is (702) 323-6455. Our website is www.quantum-e.com and is not part of this Quarterly Report.

Historical Operations

We were originally incorporated as Boomers Cultural Development, Inc. (“Boomers”) on February 5, 2004, in the State of Nevada to be a service-oriented firm that would integrate the cultural interests of baby boomers with destination learning, by packaging onsite personal growth, education, and entertainment seminars with a variety of vacation destinations. On May 18, 2006, our name was changed to Quantum Energy, Inc. and our business plans were changed to focus on the energy industry and in particular the oil and gas segments of the energy industry. From 2008 through 2010, we 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. However, the anticipated funding opportunities did not materialize.

We currently have two subsidiaries: Dominion Energy Processing Group, Inc. (“DEPG”), a Canadian Federal business corporation, which is our 100% owned Canadian subsidiary through with we intend to develop, construct and operate the Stoughton Refinery; and FTPM Resources, Inc., a Texas corporation which is a dormant company.

Overview of Current Operations

Our current and planned operations are to develop, construct and operate a “state-of-the-art”, energy efficient, full slate oil refinery including a storage tank farm and associated facilities in Stoughton, Saskatchewan, Canada (the Stoughton Refinery”). In this regard, on August 2, 2016, we formed our Canadian subsidiary, Dominion Energy Processing Group, Inc. for purposes of the Pre-development work, construction and operation of the Stoughton Refinery. The Stoughton Refinery, when fully developed and operating, will be designed to produce up to 40,000 barrels of oil per day to be drawn from the Bakken formation in the province of Saskatchewan.

We have identified a 480-acre site in Stoughton Saskatchewan (the “Land”) on which we intend to construct the Stoughton Refinery. The Land is located in southeastern Saskatchewan in the regional municipality of Tecumseth in the heart of the Viewfield oil field area of the Bakken formation. The unconventional, marketable resources of the Bakken in the Viewfield oil field area are expected to be 74 million m³ (464 million barrels) (see “The Ultimate Potential for Unconventional Petroleum from the Bakken Formation of Saskatchewan – Energy Briefing Note” April 2015 of the National Energy Board (an independent economic regulatory agency created in 1959 by the Government of Canada,http://www.nebone.gc.ca/nrg/sttstc/crdlndptrlmprdct/rprt/2015bkkn/2015bkkn-eng.pdf). The Land is approximately 100 kilometers north of the Canadian USA border. The Land has sufficient acreage to accommodate expansion of the Stoughton Refinery facilities to included future ethanol and rail carload and unload facilities.

If the viability and suitability of the Land for the development, construction and operation of the Stoughton Refinery is validated, and provided we have the required capital, we intend to commence the process of obtaining necessary permits and approvals to develop, construct and operate the Stoughton Refinery.

Business Strategy

We have implemented several initiatives that we believe will further our business strategy to build and operate the Stoughton Refinery. The principal elements of our business strategy are:

Identify and Attract Growth Capital. In order to execute our business strategy, we will require a significant amount of financing. Any proceeds we receive from our Primary Offering will be used to commence only the very early stages of this process. If we raise the maximum amount of funds from our Primary Offering, we will be able to commence the process of obtaining the studies to validate the viability and suitability of the Land for the purpose of building the Stoughton Refinery and obtain the environmental permit and purchase the Land. If the Land is determined to be viable and suitable, we will need financing, in addition to the proceeds from our Primary Offering, to do the balance of the Predevelopment Work and to purchase the Land. Also, we estimate that the Stoughton Refinery will cost approximately $600,000,000(CAD) to build and commence operations. Accordingly, we intend to seek the necessary substantial financing to for the construction of the Stoughton Refinery after completion of the Pre-development Work.

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

Location of the Stoughton Refinery reducing Logistics Costs

Because of the location of the Stoughton Refinery, we believe that the logistics costs will be reduced due to the proximity of the supply of feed stock and the consumption of our refined products by our intended customers.

Governmental Regulation

All of our contemplated operations and properties are and will be subject to extensive Canadian and U.S. federal, provincial, 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.

Canada has adopted the Canadian Environmental Protection Act 1999 (“CEPA”) and the U.S. Environmental Protection Agency has adopted regulations 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. However, we believe we may qualify for what is known as “small refiner status” under such regulations which would provide us some relief from some of such regulations. We intend to have the Stoughton Refinery designed and engineered to adhere to all required regulations of CEPA. No assurances can be given that the Stoughton Refinery we will adhere to all required regulations of CEPA.

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.

Other Regulations of the Oil and Natural Gas Industry

The oil and natural gas industry is extensively regulated by numerous Canadian federal, provincial, 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, provincial 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 will increase our cost of doing business and, consequently, will affect our profitability, we believe that these burdens generally will 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 inter-provincial transportation and sale for resale of oil and natural gas is subject to federal and provincial regulation, including regulation of the terms, conditions and rates for interstate transportation, storage and various other matters, primarily by the Canadian National Energy Board. Canadian regulations govern the price and terms for access to oil and natural gas pipeline transportation. Regulations covering inter-provincial oil and natural gas transmission in some circumstances may also affect the intra-provincial transportation of oil and natural gas.

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Although oil and natural gas prices are currently unregulated, the Canadian Parliament 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 the Canadian Parliament or the various provincial or state legislatures, and what effect, if any, the proposals might have on our operations. Sales of condensate, oil and natural gas liquids (“NGLs”) are not currently regulated and are made at market prices.

Results of Operations

Three Months Ended November 30, 2019 Compared to Three Months Ended November 30, 2018. 

Operating expenses for the three months ended November 30, 2019 was $56,145 compared to $34,399 for the three months ended November 30, 2018. The increase in operating expenses was due to an increase in professional fees of $28,560. Other (income) and expenses for the three months ended November 30, 2019 was ($21,065) compared to $433 for the three months ended November 30, 2018. During the three months ended November 30, 2019 the Company had a ($27,245) gain on derivative for a convertible note payable and incurred $6,180 in interest expense.

Net Loss

Net loss for the three months ended November 30, 2019 and 2018 was $35,080 and $34,832, respectively.

Nine Months Ended November 30, 2019 Compared to Nine Months Ended November 30, 2018. 

Operating expenses for the nine months ended November 30, 2019 was $231,123 compared to $249,040 for the nine months ended November 30, 2018. The decrease in operating expenses was due to a decrease in professional fees of $27,500. Other expenses for the nine months ended November 30, 2019 was $636,382 compared to $433 for the nine months ended August 31, 2018. During the nine months ended November 30, 2019 the Company had $30,000 in bad debts, $114,736 loss on derivative for a convertible note payable, incurred $38,385 in interest expense and had $453,261 in interest expense – warrants.

Net Loss

Net loss for the nine months ended November 30, 2019 and 2018 was $867,505 and $249,473, respectively. The increase in loss of $618,032 was due to the increase in other expenses as mentioned above.

Liquidity and Capital Resources:

As of November 30, 2019, our assets totaled $159,095 which consisted of cash of $9,095 and $150,000 joint venture. The Company's total liabilities were $887,735, which consisted of accounts payable and accrued expenses,– related parties, convertible note payable, derivative liability, promissory notes payable and promissory notes payable – related parties. As of November 30, 2019, the Company had an accumulated deficit of $12,226,812 and working capital deficit of $878,640.

The Company's significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations.  We do not have sufficient revenues to pay our operating expenses at this time.  Unless the Company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan. For the next 12 months the Company has an oral commitment from its CEO to advance funds as necessary to meeting our operating requirement.

Cash (Used in) Operating Activities

Net cash used in operating activities for the nine months ended November 30, 2019 and 2018 were $212,497 and $77,843, respectively. The increase amount was attributed to interest expense on convertible note warrants and loss on derivative.

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Cash from Investing Activities

Net cash used in investing activities was $150,000 and $-0- for the nine months ended November 30, 2019 and 2018, respectively. The $150,000 in investing activities for the nine months ended November 30, 2019 was cash paid to initiate a joint venture.

Cash from Financing Activities

Net cash provided by financing activities was $370,014 for the nine months ended November 30, 2019 and was $65,000 for nine months ended November 30, 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not hold any derivative instruments and does not engage in any hedging activities.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2019.

Our management, with the participation of our president (our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

1)	We have an inadequate number of administrative personnel.
2)	We do not have sufficient segregation of duties within our accounting functions.
3)	We have insufficient written policies and procedures over our disclosures.

The reason for this deficiency relates to the fact that our management is relying on external consultants for purposes of preparing our financial reporting package; however, the officers may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.

Evaluation of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our Company are being made only in accordance with authorizations of management and directors of our Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

21

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our president, our principal executive officer and our principal accounting officer and principal financial officer, an evaluation of the effectiveness of our internal control over financial reporting as of November 30, 2019 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of November 30, 2019, our Company’s internal control over financial reporting was not effective based on present Company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended November 30, 2019 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Quantum Energy, Inc. is not a party to any material legal proceedings and, to Management’s knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of Quantum Energy, Inc. and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to Quantum Energy, Inc. or has a material interest adverse to Quantum Energy, Inc. in reference to pending litigation.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES.

None.

22

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY.

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

Exhibit
Number	Description of Exhibits
31.1	Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Accounting Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Accounting Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation
101.DEF*	XBRL Taxonomy Extension Definition
101.LAB*	XBRL Taxonomy Extension Labels
101.PRE*	XBRL Taxonomy Extension Presentation
(*)	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

23

SIGNATURES

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

			QUANTUM ENERGY, INC.
Date:	March 29, 2021	By:	/s/ HARRY EWERT
			CEO

24

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLY ACT OF 2002

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

I, Jeffrey Mallmes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quantum Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. As the Chairman, President and Treasurer and sole certifying officer of the Company, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the registrant, and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and;

d. Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.

5. As the Chairman, President and Treasurer and sole certifying officer of the Company I have disclosed, based on my most recent evaluation of internal control over financial reporting , to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer‘s internal control over financial reporting.

Date: March 29, 2021

/s/ Jeffrey Mallmes 

Jeffrey Mallmes

Principal Executive Officer

EX-31.2

Exhibit 31.2

Certification of Principal Accounting Officer

Pursuant to Section 302 of Sarbanes-Oxley Act

I, Jeffrey Mallmes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quantum Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. As the Chairman, President and Treasurer and sole certifying officer of the Company I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the registrant, and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and;

d. Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.

5. As the Chairman, President and Treasurer and sole certifying officer of the Company I have disclosed, based on my most recent evaluation of internal control over financial reporting , to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

e. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

f. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer‘s internal control over financial reporting.

Date: March 29, 2021

/s/ JEFFREY MALLMES

Jeffrey Mallmes

Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Quantum Energy, Inc.,. a Nevada corporation (the "Company") on Form 10-Q for the period ending November 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jeffrey Mallmes, Principal Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Quantum Energy, Inc., and will be retained by Quantum Energy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 29, 2021

/s/ Jeffrey Mallmes

Jeffrey Mallmes

Principal Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Quantum Energy, Inc. a Nevada corporation (the "Company") on Form 10-Q for the period ending November 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jeffrey Mallmes, Principal Accounting Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Quantum Energy, Inc.., and will be retained by Quantum Energy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 29, 2021

/s/ Jeffrey Mallmes

Jeffrey Mallmes

Principal Accounting Officer

XML

Document And Entity Information	9 Months Ended
	Nov. 30, 2019 shares
Document Information [Line Items]
Entity Registrant Name	QUANTUM ENERGY INC.
Entity Central Index Key	0001295961
Trading Symbol	qegy
Current Fiscal Year End Date	--02-28
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)	48,491,485
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Nov. 30, 2019
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false
Title of 12(b) Security	Common stock, $0.001 Par Value

XML

Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Nov. 30, 2019	Nov. 28, 2019
CURRENT ASSETS:
Cash	$ 9,095	$ 1,578
TOTAL CURRENT ASSETS	9,095	1,578
Joint Venture	150,000
Deposits		7,822
TOTAL ASSETS	159,095	9,400
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	125,536	68,331
Accounts payable and accrued liabilities, related parties	182,669	183,185
Common Stock Payable	200,000
Convertible Note Payable	67,500
Derivative Liability	114,736
Promissory Notes Payable	101,279	7,980
Promissory notes payable, related party	96,015	64,300
Total Current Liabilities	887,735	323,796
TOTAL LIABILITIES	887,735	323,796
Stockholders' Deficit
Common Stock, $.001 par value; 495,000,000 Shares Authorized; 48,491,485 Issued and Outstanding, Respectively	48,491	48,491
Additional Paid-In Capital	11,449,681	10,996,420
Accumulated Deficit	(12,226,812)	(11,359,307)
Total Stockholders' Deficit	(12,226,812)	(314,396)
Total Liabilities And Stockholders' Deficit	$ 159,095	$ 9,400

XML

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Nov. 30, 2019	Nov. 28, 2019
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	495,000,000	495,000,000
Common stock, shares issued (in shares)	48,491,485	48,491,485
Common stock, shares outstanding (in shares)	48,491,485	48,491,485

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2019	Nov. 30, 2018	Nov. 30, 2019	Nov. 30, 2018
Operating Expenses
Advertising and Marketing			$ 888
Management Fees and Consulting			11,750	5,131
General and Administrative	1,684	8,498	34,555	32,479
Professional Fees	54,461	25,901	183,930	211,430
Total Operating Expenses	56,145	34,399	231,123	249,040
Other (Income) and Expenses
Bad Debts			30,000
Loss on Derivative	(27,245)		114,736
Interest Expense	6,180	433	38,385	433
Interest Expense on Convertible Note Warrants			453,261
Total Other Expenses	(21,065)	433	636,382	433
Total Expenses	35,080	(34,832)	(867,505)	(249,473)
Loss Before Income Tax Expense	(35,080)	(34,832)	(867,505)	(249,473)
Income Tax Expense
Net Loss for the Period	$ (35,080)	$ (34,832)	$ (867,505)	$ (249,473)
Weighted Average Number of Common Shares - Basic and Diluted (in shares)	48,491,485	48,491,485	48,491,485	48,347,692
Net Loss for the Period Per Common Shares - Basic and Diluted (in dollars per share)	$ 0	$ 0	$ (0.02)	$ (0.01)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Nov. 30, 2019	Nov. 30, 2018
Cash Flows from Operating Activities
Net Loss for the Period	$ (867,505)	$ (249,473)
Non-Cash Adjustments:
Common Stock Issued for Professional Services		5,131
Bad Debts	30,000
Deposits Written Off	7,822
Loss on Derivative	114,736
Interest on Default of Convertible Note	22,500
Interest Expense on Convertible Note Warrants	453,261
Changes in Assets and Liabilities:
Prepaid Expenses		37,500
Notes Receivable	(30,000)
Accounts Payable and Accrued Expenses	57,205	6,037
Accounts Payable and Accrued Expenses - Related Parties	(516)	105,690
Net Cash Flows Used In Operating Activities	(212,497)	(77,843)
Cash Flows from Investing Activities
Investment in Joint Venture	(150,000)
Cash Flows from Financing Activities	(150,000)
Cash Flows from Financing Activities
Proceeds from Notes Payable	93,299	5,000
Proceeds from Stock Subscription	200,000
Cash Proceeds Received from Convertible Note Payable	45,000
Cash Received from Notes Payable - Related Parties	31,715	60,000
Net Cash Flows Provided by Financing Activities	370,014	65,000
Net Change in Cash	7,517	(12,843)
Cash - Beginning of Period	1,578	19,864
Cash - End of Period	9,095	7,021
Cash Paid During the Period for:
Interest
Income Taxes
Supplemental Disclosures of Non Cash Investing and Financing Activities:
Common Stock Issued to Pay Common Stock Payable		$ 152,198

XML

Condensed Consolidated Statements Stockholders' Deficit (Unaudited) - USD ($)	Subscription Receivable [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Feb. 28, 2018		$ 47,362	$ 10,828,079	$ (11,017,516)	$ (142,075)
Balance (in shares) at Feb. 28, 2018		47,361,683
Net Loss for the Period				(249,473)	(249,473)
Common Stock Issued for Common Stock Payable		$ 1,014	151,184		152,198
Common Stock Issued for Common Stock Payable (in shares)		1,014,655
Common Stock Issued for Professional Services		$ 115	17,157		17,272
Common Stock Issued for Professional Services (in shares)		115,147
Balance at Nov. 30, 2018		$ 48,491	10,996,420	(11,266,989)	(222,078)
Balance (in shares) at Nov. 30, 2018		48,491,483
Balance at Aug. 31, 2018		$ 48,491	10,996,420	(11,232,157)	(187,246)
Balance (in shares) at Aug. 31, 2018		48,491,484
Net Loss for the Period					(34,832)
Balance at Nov. 30, 2018		$ 48,491	10,996,420	(11,266,989)	(222,078)
Balance (in shares) at Nov. 30, 2018		48,491,483
Balance at Feb. 28, 2019		$ 48,491	10,996,420	(11,359,307)	(314,396)
Balance (in shares) at Feb. 28, 2019		48,491,485
Net Loss for the Period				(867,505)	(867,505)
Proceeds from Stock Subscription	200,000				200,000
Value of Subscription Receivable	(200,000)				(200,000)
Value of Warrants for Convertible Note			453,261		453,261
Balance at Nov. 30, 2019		$ 48,491	11,449,681	11,449,681	(12,226,812)
Balance (in shares) at Nov. 30, 2019		48,491,485
Balance at Aug. 31, 2019	(200,000)	$ 48,491	11,449,681	12,191,732	(893,560)
Balance (in shares) at Aug. 31, 2019		48,491,485
Net Loss for the Period				11,449,681	(35,080)
Proceeds from Stock Subscription	200,000				2,000,000
Value of Subscription Receivable	(200,000)				(2,000,000)
Balance at Nov. 30, 2019		$ 48,491	$ 11,449,681	$ 11,449,681	$ (12,226,812)
Balance (in shares) at Nov. 30, 2019		48,491,485

XML

Note 1 - Nature of Operations

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Nature of Operations [Text Block]

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 fuel distribution.

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

XML

Note 2 - Significant Accounting Policies

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE

2

- SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated balance sheet has been derived from the

February 28, 2019

audited financial statements and the unaudited condensed consolidated financial statements as of

November 30, 2019

and

2018,

have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form

10

-Q and Article

8

of Regulation S-

X.

 Accordingly, they do

not

include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form

10

-K for the year ended

February 28, 2019 (

the

“2018

Annual Report”), filed with the Securities and Exchange Commission (the “SEC”).  It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for fair condensed consolidated financial statements presentation. Operating results for the

three

and

nine

months ended

November 30, 2019,

are

not

necessarily indicative of the results of operations expected for the year ending

February

29,

2020.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries FTPM Resources Ltd. and Dominion Energy Processing Group, Inc. after elimination of the intercompany accounts and transactions.

Use of Estimates

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

Risks and uncertainties

The Company's operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of

three

months or less when acquired to be cash equivalents.

Fair value of financial instruments

The Company's financial instruments include cash and cash equivalents, promissory notes payable, and promissory notes payable, related parties. All instruments are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at

November 30, 2019

and

2018,

respectively.

Fair value measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level

1

uses quoted prices in active markets for identical assets or liabilities, Level

2

uses significant other observable inputs, and Level

3

uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.

At

November 30, 2019

and

2018,

the Company had

no

assets or liabilities accounted for at fair value on a recurring basis.

Long-Lived Assets

The Company reviews long-lived assets which include a deposit on land purchase for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

may

not

be recoverable. Events relating to recoverability

may

include significant unfavorable changes in business conditions or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows and reports any impairment at the lower of the carrying amount or the fair value less costs to sell.

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 stock options will be held before they are exercised (“expected life”), the estimated volatility of the Company's common stock price over the expected term (“volatility”), 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.

Related Parties

In accordance with ASC

850

“Related Party Disclosure”, a party is considered to be related to the Company if the party directly or indirectly or through

one

or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company; its directors, officers, and management; members of the immediate families of principal owners of the Company and its management; and other parties with which the Company

may

deal with if

one

party controls or can significantly influence the management or operating policies of the other to an extent that

one

of the transacting parties might be prevented from fully pursuing its own separate interests.

New Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that

may

impact its financial statements, including the new lease standard. The Company does

not

have any leases and does

not

believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

XML

Note 3 - Going Concern

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

NOTE

3

–

GOING CONCERN

These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next

twelve

months.

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of

November 30, 2019

and

February 28, 2019,

the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying condensed consolidated balance sheets and condensed consolidated statements of operations, the Company has an accumulated deficit and a working capital deficit at

November 30, 2019

and

February 28, 2019.

Achievement of the Company's objectives will be dependent upon the ability to obtain additional financing, 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 revenue. 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.

XML

Note 4 - Earnings Per Share

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE

4

–

EARNINGS 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 as of

November 30, 2019

and

February 28, 2019,

respectively, would be as follows:

	November 30, 2019		February 28, 2019
Warrants		5,054,802		2,129,802
TOTAL POSSIBLE DILUTION		5,054,802		2,129,802

At

November 30, 2019

and

February 28, 2019,

respectively, the effect of the Company's outstanding options and warrants would have been anti-dilutive.

XML

Note 5 - Other Assets

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Other Assets Disclosure [Text Block]

NOTE

5

–

OTHER ASSETS

Peconic Note Receivable

On

April 17, 2019,

the Company loaned funds under a secured convertible promissory note (“Peconic Note”) to Peconic Energy, Inc. (“Peconic”) for the principal amount of

$30,000

with the principal balance and all accrued interest being due and payable

18

months from the date of the note. Interest shall be accrued at rate of

12%

per annum or

40%

of the gross revenues generated by the maker, whichever is greater. The Peconic Note is secured by

100%

of the Peconic's assets and is convertible at any time during the term of the note into

40%

of the Peconic's assets. At the date of the report for the period ended

May 31, 2019,

it was determined that it was highly unlikely that the Company would collect this note receivable. Therefore, the Company allowed for this note in the amount of

$30,000

at

May 31, 2019.

It is included it in bad debts in the statement of operations for the

nine

months ended

November 30, 2019.

Deposit on land purchase

On

December 5, 2016,

the Company executed a Farm Contract of Purchase and Sale with a landowner in Stoughton, Saskatchewan (“the Stoughton Agreement”). The purchase price of the property is

$500,000

(Canadian) subject to certain terms and conditions including approval of the purchase by the Saskatchewan Farmland Review board, the Company completing various test for hydrology and land suitability, the proposed refinery project meeting all requirements of various Saskatchewan government laws and bylaws, and full approval by all levels of provincial government and agencies. The Company paid

$7,822

as a deposit on the property.

The purchase contract originally expired on

December 15, 2017; 

however, the contract was amended to extend the closing date to

July 10, 2018

for removal of all terms and conditions to the purchase.

On

June 8, 2018,

the Company amended the Stoughton Agreement to a purchase price of

$525,000

(Canadian) and extended the option to purchase the property until

December 31, 2018

for

no

additional consideration. The Stoughton Agreement expired on

December 31, 2018.

On

June 3, 2019,

by mutual agreement of the parties, the Stoughton Agreement was extended until

October 31, 2019

for

no

additional consideration. At the date of the report for the period ended

May 31, 2019,

the Stoughton Agreement had been terminated. (Note

13

). Due to the termination of the agreement, the Company reclassed this deposit of

$7,822

to accounts payable related party as the deposit was refunded but the money was given to a related party to pay amounts due him.

XML

Note 6 - Promissory and Convertible Notes Payable

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE

6

–

PROMISSORY and CONVERTIBLE NOTES PAYABLE

The Company's outstanding notes payable are summarized as follows:

	November 30, 2019		February 28, 2019
0% unsecured note payable - December 2013, due on demand	$	2,000	$	2,000
0% unsecured note payable - November 2015, due on demand		980		980
8% unsecured note payable - October 2018, due on demand		5,000		5,000
6% unsecured note payable – April 2019, due on demand		3,325	––
8% unsecured note payable - October 2018, due on demand		89,974	––
Total Notes Payable	$	101,279	$	7,980

Interest expense for the

three

and

nine

months ended

November 30, 2019

was

$753

and

$1,121,

respectively. Interest expense for each of the

three

and

nine

months ended

November 30, 2018

was

$433

.

Convertible note payable consists of

one

note payable in the amount of

$67,500

and $-

0

-, at

November 30, 2019

and

February

28,2019,

respectively. The note which was issued in

April 2019

for

$45,000

accrues interest at an annual rate of

12%

and matures in

April 2020.

In the event of default, the note principal is increased by

150%

times the outstanding principal and provides for default interest at

22%.

Interest expense for the

three

and

nine

months ended

August 30, 2019

was

$3,713

and

$7,931,

respectively. Due to the conversation features of this note the Company calculated a derivative utilizing a Black Scholes method. This method used the following inputs to obtain the derivative value on

November 30, 2019.

Stock value of

$0.06,

discounted exercise price of

39%

of the lowest stock market price

20

days prior to the valuation date, volatility of

258.36%

. Discount Bond equivalent yield of

1.60%.

At

November 30, 2019

derivative liability was

$114,736

and (

gain0

loss on derivatives for the

three

and

nine

months ended

November 30, 2019

was $(

27,245

) and

$114,736,

respectively.

The conversion option expires on

October 7, 2020.

On

June 18, 2019,

the Company received a default notice from Power Up stating that the Company is in default under the Power Up Note because, among other reasons, the Company failed to comply with the reporting requirements of the Securities Exchange Act of

1934

as required by the Note, and therefore accelerating the terms of the Power Up Note and demanding that the Company pay the default sum of

$67,500

together with accrued interest and accrued default interest with respect to the Power Up Note. The Company is currently seeking to reach a settlement of this matter with Power Up but as of the date of this report

no

settlement has been reached.

XML

Note 7 - Promissory Notes Payable, Related Party and Other Related Party Transactions

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE

7

–

PROMISSORY NOTES PAYABLE, RELATED PARTY AND OTHER RELATED PARTY TRANSACTIONS

The Company's outstanding notes payable, related party are summarized as follows:

	November 30, 2019		February 28, 2019
0% unsecured note payable - October 2015, due on demand	$	2,300	$	2,300
0% unsecured note payable – November 2015, due on demand		2,000		2,000
8% unsecured note payable - October 2018, due on demand		60,000		60,000
6% unsecured note payable – April 2019, due on demand		15,825	––
6% unsecured note payable – April 2019, due on demand		15,890	––
TOTAL	$	96,015	$	64,300

Interest expense for the

three

and

nine

months ended

November 30, 2019

was

$1,714

and

$6,834,

respectively. Interest expense for each of the

three

and

nine

months ended

November 30, 2018

was $-

0

-.

Starting

January 1, 2019,

the Company began accruing a monthly management fee of

$15,000

due to an advisory company owned by Andrew J. Kacic, the Company's former chief executive officer (“CEO”). During the year ended

February 28, 2019,

the Company recognized management fees of

$30,000

under this agreement which amount is included in “Accounts payable and accrued liabilities, related parties” on the consolidated balance sheet at

February 28, 2019.

Since

February 28, 2019,

no

additional management fees have been accrued since the parties are in dispute. There were

no

similar management fees due the CEO prior to

December 31, 2018.

Certain directors and officers of the Company dispute the management fee asserting that

no

consulting agreement has been executed. It is possible that the amount ultimately paid to the advisory company will be other than the accrued balance of

$30,000

due to continuing negotiations between the board of directors and the former CEO. The disputed amount as of the date of these financials is

$150,000,

which is the remaining

10

(

ten

) months of the management fee for the calendar year ended

2019.

 Amounts due to Andrew Kacic at

November 30, 2019

and

February 28, 2019

were

$17,868

and

$30,000,

respectively.

Certain officers and directors of the Company had paid various expenses on behalf of the Company. Balances due to the officers and directors for reimbursement of these expenses were

$164,801

and

$153,185

at

August 31, 2019

and

February 28, 2019,

respectively, which amounts are included in “Accounts payable and accrued liabilities, related parties” on the condensed consolidated balance sheets.

XML

Note 8 - Common Stock

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

8

–

COMMON STOCK

Common stock

The Company is authorized to issue

495,000,000

shares of its common stock with a par value of

$0.001

per share. All shares of common stock are equal to each other with respect to voting, liquidation, dividend, and other rights. Owners of shares are entitled to

one

vote for each share owned at any Shareholders' meeting.

Preferred stock

The Company is authorized to issue

5,000,000

shares of its preferred stock with a

no

-par value per share with

no

designation of rights and preferences.  

Common shares issued for cash

On

February 28, 2018,

the Company closed a private placement of its securities (the

“2018

Offering). The

2018

Offering consisted of the sale of “units” of the Company's securities at the per unit price of

$0.15.

Each unit consisted of

one

share of common stock and

one

warrant to purchase an additional share of common stock. Warrants issued pursuant to the

2018

Offering entitled the holders to purchase shares of common stock for the price of

$0.15

per share. The term of each warrant is for

twenty-four

months from date of issuance. Total proceeds of

$125,000

for the sale of

833,333

units were received prior to

February 28, 2018

but the shares of common stock had

not

been issued until after that date. Thus, the proceeds are classified as “Common Stock Payable” as of

February 28, 2018.

The Company issued these shares on

April 4, 2018.

Common shares issued for services

During the fiscal year ended

February 28, 2018,

the Company authorized the issuance of

181,323

shares of its common stock to

two

service providers in lieu of cash payment for accounts payable pursuant to the terms of the

2018

Offering. Based on a share price of

$0.15,

the fair value of the shares issued was

$27,198.

The shares of common stock were

not

issued as of

February 28, 2018

and thus were classified as “Common Stock Payable” as of

February 28, 2018.

The Company issued these shares on

April 4, 2018.

On

April 4, 2018,

the Company issued

115,147

shares of its common to a service provider in lieu of cash for professional services provided during

March

and

April 2018.

Based on a share price of

$0.15,

the fair value of the shares issued was

$17,272.

Common stock retirement

On

January 27, 2018,

the former chairman of the Company's board of directors and a current director of the Company's board of directors each agreed to return

5,000,000

shares of the Company's common stock for an aggregate total of

10,000,000

common shares for consideration of

$Nil.

The shares are held by the Company as authorized but unissued treasury shares as of

November 30, 2019.

XML

Note 9 - Warrants

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Warrants and Rights [Text Block]

NOTE

9

- WARRANTS

On

July 10, 2017,

in conjunction with a Private Placement, the Company issued

500,000

warrants to purchase shares of the Company's common stock with an exercise price of

$0.21

per share expiring in

one

year. In

March 2018,

by mutual agreement, the Company amended

500,000

common stock purchase warrants from an exercise price of

$0.21

per share to

$1.00

per share and extended the expiration date to

June 9, 2020.

On

February 28, 2018,

the Company issued

833,333

warrants to purchase an additional

833,333

shares of its common stock to

two

investors pursuant to the

“2018

Offering”. The term of each warrant is for

twenty-four

months from date of issuance with an exercise price of

$1.00.

On

February 28, 2018,

the Company issued

296,469

warrants to purchase an additional

296,469

shares of its common stock to

two

service providers in lieu of cash payment for accounts payable for their participation in the

2018

Offering.

On

March 15, 2018,

by mutual agreement, the Company amended

500,000

common stock purchase warrants from an exercise price of

$0.13

per share to

$1.00

per share.

On

March 20, 2019

and

April 17, 2019

the Company issued

1,250,000

and

675,000

warrants respectively to purchase an

1,925,000

additional shares of its common stock to

eight

investors The term of each warrant is for

thirty six

months from date of issuance with an exercise price of

$0.25.

The value of the warrants calculated at

March 20

and

April 17, 2019

was

$200,439

and

$74,250

for a combined total of

$274,689

and is in included in interest expense -warrants on the condensed consolidated statements of operations for the

three

months ended

May 31, 2019.

The value of the warrants was calculated utilizing a Black Scholes method which used the market value of the stock based on the issue date, a exercise price of

$0.25,

a volatility of

228%

and a discount bond equivalent range of

2.34%

-

2.37%.

On

June 28, 2019,

the Company issued

1,000,000

warrants with an exercise price of

$0.25.

On the same date the Company also extended the term of

1,000,000

warrants and adjusted the exercise price of these warrants to

$0.25.

The term of the new warrants are for

eighteen

months from date of issuance. The extended warrants term is

500,000

for

two

years and

500,000

for

two

and a half years. The value of the warrants calculated was

$176,579

and is in included in interest expense -warrants on the condensed consolidated statements of operations for the

three

months ended

August 31, 2019.

The value of the warrants was calculated utilizing a Black Scholes method which used the market value of the stock based on the issue date, an exercise price of

$0.25,

volatility of

360.99%,

351.88%

and

339.45%

and a discount bond equivalent of

1.75

and

1.71%.

The following is a summary of the Company's warrants issued and outstanding:

	November 30, 2019				February 28, 2019
	Warrants		Price (a)		Warrants		Price (a)
Beginning balance		2,129,802	$	1.00		2,129,802	$	0.61
Issued		2,925,000		.25		––		––
Exercised		––		––		––		––
Expired		––		––		––		––
Ending balance		5,054,802	$	0.37		2,129,802	$	1.00

(a) Weighted average exercise price per shares

The following table summarizes additional information about the warrants granted by the Company as of

November 30, 2019

and

February 28, 2019:

Date of Grant	Warrants outstanding		Warrants exercisable		Price		Remaining term (years)
November 19, 2016		500,000		500,000	$	.25		1.47
July 10, 2017		500,000		500,000		.25		2.03
February 28, 2018		1,129,802		1,129,802		1.00		.25
March 20, 2019		1,250,000		1,250,000		0.25		2.30
April 17, 2019		675,000		675,000		0.25		2.38
June 28, 2019		1,000,000		1,000,000		.25		1.08
Total warrants		5,054,802		4,054,802	$	.37		1.29

XML

Note 10 - Other Matters - Joint Venture

9 Months Ended

Nov. 30, 2019

Notes to Financial Statements

Other Matters [Text Block]

NOTE

10

–

OTHER MATTERS- Joint Venture

Easy Energy Systems Inc. Memorandums of Understanding

On

April 2, 2019,

the Company and its subsidiary FTPM Resources, Inc. entered into a Non-Binding Memorandum of Understanding (“MOU-

1”

) with Easy Energy Systems, Inc. (“EESI Systems”). Pursuant to the MOU-

1,

if certain conditions are met, including the availability of financing: (i) EESI Systems and FTPM will enter into a joint venture, which would be owned

33%

by FTPM and

67%

by EESI Systems, for the purpose of developing and marketing of “clear glucose”; FTPM will have a

90

-day option beginning

April 30, 2019,

to merge with EESI Systems, whereby EESI Systems will be the surviving entity; EESI Systems will have the right to acquire shares of preferred stock of the Registrant, with such rights and preferences as the parties shall agree; and EESI Systems will have the right to appoint members to the board of directors of the Registrant. EESI Systems designs, manufacturers, operates and sells its patented

1M,

2M,

and

5M

gallon per year, small-scale, modular biorefineries for the production of alternative liquid biofuels from organic waste streams.

On

April 16, 2016

the Company entered into a separate Non-Binding Memorandum of Understanding (“MOU-

2”

) to acquire EESI Infrastructure Series, LLC (“EESI Infrastructure”). The prospective EESI Infrastructure acquisition, if consummated as provided in the MOU-

2,

would provide a guarantee for the construction of an addition to the existing plant of EESI Systems in Emmetsburg, Iowa. This addition will add a

9.3

Mega Watt dual gas power plant to EESI Systems' Emmetsburg facility at an anticipated cost of approximately

$10

million. Upon signing the MOU-

2,

the Company paid

$25,000

to the EESI Infrastructure. Due to the uncertainty of this agreement, the

$25,000

deposit has been expensed in General and Administrative expenses for the

six

months ended

August 31, 2019.

As of

January 22, 2021,

no

action has been performed under either MOU.

Private Placement – Raul Factor

In furtherance of the

June 28, 2019,

Binding Letter of Intent with EESI and to monetize the distribution rights to EES' modular Technologies, (a) on

July 8, 2019,

JV-

1

entered into a License and Operating Agreement – Major Terms Summary with Raul Factor BV (“RF”) pursuant to which the RF and JV-

1

created a new joint venture to be named Easy Energy Systems – Europe (“EES-E”) and pursuant to which the EES-E joint venture purchased the distribution rights for the EESI “MEPS®” technology for the territory of the European Union, and (b) on

July 8, 2019,

JV-

1

entered into a License and Operating Agreement – Major Terms Summary with RF pursuant to which the parties created a new joint venture to be named Easy Energy Turf & Carpet (“EETC”) and pursuant to which the EETC joint venture purchased the global distribution rights to EESI's MEPS® technology for turf & carpet feedstock. Each of EES-E and EETC is owned

25%

by us,

25%

by EES and

50%

by Raul Factor The aggregate purchase price paid for the licensing and distribution for EES-E and EETC was

$150,000

(US).

Private Placement – Raul Factor - continued

In connection with and as part of the foregoing joint venture transactions with JV-

1

and RF, on

July 11, 2019,

the principals of RF, who are existing holders of our common stock, purchased for an aggregate price of

$200,000,

1,000,000

additional restricted shares of our common stock and warrants to purchase

1,000,000

restricted shares (at an exercise price of

$0.25

per share) of our common stock, and pursuant to the EES-E and EETC Joint Ventures the Company agreed to use the proceeds from the sale of such shares and warrants to purchase from EESI the above mentioned EES-E and EETC distribution rights for an aggregate price of

$150,000,

and the Company then assigned such distribution rights to EES-E and EETC respectively. Raul Factor also agreed to invest the required reasonable funding as determined by the board of directors of EETC for the startup, working capital, specific module development and required

6

months of economic demonstration of carpet and artificial turf into energy or value-added products for EETC. Also, EES agreed to contribute its module technologies developed by or available via license agreements from others to EES further on to EES-E via license agreements conforming to the terms set forth in these License and Operating Agreements. Raul Factor also agreed to fund additional capital requirements.

Pursuant to this

June 28, 2019,

Binding Letter of Intent, the parties agreed to, among other things, that within

90

days from the date of the Binding Letter of Intent, the Company would raise

$10,000,000

in capital for use by EESI. As of the date of this report, the Company was

not

able to raise such capital. In connection therewith, on

October 29, 2019,

delivered to us the terms of a proposed termination of the

June 28, 2019

Binding Letter of Intent. As of the date of this report this the terms of such termination have

not

been finalized.

Pursuant to these

two

License and Operating Agreements, the principals of Raul Factor BV agreed to provide an aggregate of

$200,000

(USD) to purchase an aggregate of

1,000,000

units of Quantum at a price of

$0.20

per Unit, (for an aggregate of

1,000,000

shares of the Company's common stock plus

18

month warrants to purchase an aggregate of

1,000,000

shares of the Company's common stock at a price of

$0.25

per share. Pursuant to these transactions, the Company agreed to use

$150,000

of the proceeds from the sale of the Units to purchase the distribution rights of EES-E and EETC and in turn the Company would assign such distribution rights to EES-E and EETC respectively. Also, Raul Factor agreed to invest the required reasonable funding as determined by the board of directors of EETC for the startup, working capital, specific module development and required

6

months of economic demonstration of carpet and artificial turf into energy or value-added products for EETC. Also, EES agreed to contribute its module technologies developed by or available via license agreements from others to EES further on to EES-E via license agreements conforming to the terms set forth in these License and Operating Agreements. Raul Factor also agreed to fund additional capital requirements.

Also, as part of the transactions contemplated by these agreements: (i) the stock purchase warrant issued on

November 20, 2016,

to Kevin Holinaty to purchase

500,000

shares of the Company's common stock (“Warrant

No.

002”

) was amended to extend the exercise period of the warrant through

May 19, 2021

and to change the exercise price to

$0.25

per share; (ii) the stock purchase warrant issued to Kevin Holinaty issued on

June 9, 2017,

and amended on

March 15, 2018,

to purchase

250,000

shares of the Company's common stock (“Warrant

No.

003”

) was amended to extend the exercise period to

December 9, 2021,

and to change the exercise price to

$0.25

per share; (iii) the stock purchase warrant issued to Haaye de Jong to purchase

250,000

shares of the Company's common stock was amended to extend the exercise period to

December 9, 2021,

and to change the exercise price to

$0.25

per share; (iv) the Company issued a warrant to Kevin Holinaty to purchase

500,000

shares of the common stock at a price of

$0.25

per share, which warrant has an exercise period until

December 20, 2020; (

v) the Company issued a warrant to Haaye de Jong to purchase

500,000

shares of the common stock at a price of

$0.25

per share, which warrant has an exercise period until

December 20, 2020. (

See Note

9

).

The sale of the Units and the warrants to Kevin Holinaty and Haaye de Jong, the principals of Raul Factor, who have represented that they are “accredited investors” and non-U.S. citizens and in offshore transactions, was made in reliance on Rule

506

of Regulation D and on Regulation S.

Also, as part of the transactions contemplated by these agreements: (i) the stock purchase warrant issued on

November 20, 2016,

to Kevin Holinaty to purchase

500,000

shares of the Company's common stock (“Warrant

No.

002”

) was amended to extend the exercise period of the warrant through

May 19, 2021

and to change the exercise price to

$0.25

per share; (ii) the stock purchase warrant issued to Kevin Holinaty issued on

June 9, 2017,

and amended on

March 15, 2018,

to purchase

250,000

shares of the Company's common stock (“Warrant

No.

003”

) was amended to extend the exercise period to

December 9, 2021,

and to change the exercise price to

$0.25

per share; (iii) the stock purchase warrant issued to Haaye de Jong to purchase

250,000

shares of the Company's common stock was amended to extend the exercise period to

December 9, 2021,

and to change the exercise price to

$0.25

per share; (iv) the Company issued a warrant to Kevin Holinaty to purchase

500,000

shares of the common stock at a price of

$0.25

per share, which warrant has an exercise period until

December 20, 2020; (

v) the Company issued a warrant to Haaye de Jong to purchase

500,000

shares of the common stock at a price of

$0.25

per share, which warrant has an exercise period until

December 20, 2020. (

See Note

9

).

The sale of the Units and the warrants to Kevin Holinaty and Haaye de Jong, the principals of Raul Factor, who have represented that they are “accredited investors” and non-U.S. citizens and in offshore transactions, was made in reliance on Rule

506

of Regulation D and on Regulation S.

XML

Significant Accounting Policies (Policies)

9 Months Ended

Nov. 30, 2019

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying condensed consolidated balance sheet has been derived from the

February 28, 2019

audited financial statements and the unaudited condensed consolidated financial statements as of

November 30, 2019

and

2018,

have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form

10

-Q and Article

8

of Regulation S-

X.

 Accordingly, they do

not

include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form

10

-K for the year ended

February 28, 2019 (

the

“2018

Annual Report”), filed with the Securities and Exchange Commission (the “SEC”).  It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for fair condensed consolidated financial statements presentation. Operating results for the

three

and

nine

months ended

November 30, 2019,

are

not

necessarily indicative of the results of operations expected for the year ending

February

29,

2020.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries FTPM Resources Ltd. and Dominion Energy Processing Group, Inc. after elimination of the intercompany accounts and transactions.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

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

Risks and Uncertainties [Policy Text Block]

Risks and uncertainties

The Company's operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of

three

months or less when acquired to be cash equivalents.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair value of financial instruments

The Company's financial instruments include cash and cash equivalents, promissory notes payable, and promissory notes payable, related parties. All instruments are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at

November 30, 2019

and

2018,

respectively.

Fair Value Measurement, Policy [Policy Text Block]

Fair value measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level

1

uses quoted prices in active markets for identical assets or liabilities, Level

2

uses significant other observable inputs, and Level

3

uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.

At

November 30, 2019

and

2018,

the Company had

no

assets or liabilities accounted for at fair value on a recurring basis.

Property, Plant and Equipment, Policy [Policy Text Block]

Long-Lived Assets

The Company reviews long-lived assets which include a deposit on land purchase for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

may

not

be recoverable. Events relating to recoverability

may

include significant unfavorable changes in business conditions or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows and reports any impairment at the lower of the carrying amount or the fair value less costs to sell.

Share-based Payment Arrangement [Policy Text Block]

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 stock options will be held before they are exercised (“expected life”), the estimated volatility of the Company's common stock price over the expected term (“volatility”), 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.

Related Parties [Policy Text Block]

Related Parties

In accordance with ASC

850

“Related Party Disclosure”, a party is considered to be related to the Company if the party directly or indirectly or through

one

or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company; its directors, officers, and management; members of the immediate families of principal owners of the Company and its management; and other parties with which the Company

may

deal with if

one

party controls or can significantly influence the management or operating policies of the other to an extent that

one

of the transacting parties might be prevented from fully pursuing its own separate interests.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that

may

impact its financial statements, including the new lease standard. The Company does

not

have any leases and does

not

believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

XML

Note 4 - Earnings Per Share (Tables)

9 Months Ended

Nov. 30, 2019

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	November 30, 2019		February 28, 2019
Warrants		5,054,802		2,129,802
TOTAL POSSIBLE DILUTION		5,054,802		2,129,802

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Note 6 - Promissory and Convertible Notes Payable (Tables)

9 Months Ended

Nov. 30, 2019

Notes Tables

Schedule of Debt [Table Text Block]

	November 30, 2019		February 28, 2019
0% unsecured note payable - December 2013, due on demand	$	2,000	$	2,000
0% unsecured note payable - November 2015, due on demand		980		980
8% unsecured note payable - October 2018, due on demand		5,000		5,000
6% unsecured note payable – April 2019, due on demand		3,325	––
8% unsecured note payable - October 2018, due on demand		89,974	––
Total Notes Payable	$	101,279	$	7,980

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Note 7 - Promissory Notes Payable, Related Party and Other Related Party Transactions (Tables)

9 Months Ended

Nov. 30, 2019

Notes Tables

Schedule of Related Party Transactions [Table Text Block]

	November 30, 2019		February 28, 2019
0% unsecured note payable - October 2015, due on demand	$	2,300	$	2,300
0% unsecured note payable – November 2015, due on demand		2,000		2,000
8% unsecured note payable - October 2018, due on demand		60,000		60,000
6% unsecured note payable – April 2019, due on demand		15,825	––
6% unsecured note payable – April 2019, due on demand		15,890	––
TOTAL	$	96,015	$	64,300

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Note 9 - Warrants (Tables)

9 Months Ended

Nov. 30, 2019

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	November 30, 2019				February 28, 2019
	Warrants		Price (a)		Warrants		Price (a)
Beginning balance		2,129,802	$	1.00		2,129,802	$	0.61
Issued		2,925,000		.25		––		––
Exercised		––		––		––		––
Expired		––		––		––		––
Ending balance		5,054,802	$	0.37		2,129,802	$	1.00

Schedule of Warrants Granted [Table Text Block]

Date of Grant	Warrants outstanding		Warrants exercisable		Price		Remaining term (years)
November 19, 2016		500,000		500,000	$	.25		1.47
July 10, 2017		500,000		500,000		.25		2.03
February 28, 2018		1,129,802		1,129,802		1.00		.25
March 20, 2019		1,250,000		1,250,000		0.25		2.30
April 17, 2019		675,000		675,000		0.25		2.38
June 28, 2019		1,000,000		1,000,000		.25		1.08
Total warrants		5,054,802		4,054,802	$	.37		1.29

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Note 2 - Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands	9 Months Ended
	Nov. 30, 2019	Nov. 30, 2018
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)	10 years
Fair Value, Recurring [Member]
Assets, Fair Value Disclosure	$ 0	$ 0
Financial and Nonfinancial Liabilities, Fair Value Disclosure	$ 0	$ 0

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Note 4 - Earnings Per Share - Dilutive Effect of Outstanding Securities (Details) - shares	9 Months Ended	12 Months Ended
	Nov. 30, 2019	Feb. 28, 2019
Warrants (in shares)	5,054,802	2,129,802
TOTAL POSSIBLE DILUTION (in shares)	5,054,802	2,129,802

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Note 5 - Other Assets (Details Textual)	Jul. 17, 2019 USD ($)	Dec. 05, 2016 USD ($)	Jun. 08, 2018 CAD ($)	Dec. 05, 2016 CAD ($)
Land [Member]
Purchase Price of Property			$ 525,000	$ 500,000
Payments for Deposits on Real Estate Acquisitions		$ 7,822
Peconic Energy, Inc. [Member]
Payments to Acquire Notes Receivable	$ 30,000
Notes Receivable, Term (Month)	1 year 180 days
Notes Receivable, Interest Rate, Stated Percentage	12.00%
Notes Receivable, Interest Rate, Percentage of Gross Revenues	40.00%
Notes Receivable, Collateral, Percentage of Assets	100.00%
Notes Receivable, Convertible, Percentage of Assets	40.00%

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Note 6 - Promissory and Convertible Notes Payable (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2019	Nov. 30, 2018	Nov. 30, 2019	Nov. 30, 2018	Nov. 28, 2019	Jun. 18, 2019	Apr. 30, 2019	Feb. 28, 2019
Interest Expense, Total	$ 6,180	$ 433	$ 38,385	$ 433
Convertible Notes Payable, Current	67,500		67,500
Derivative Liability, Current	114,736		114,736
Gain (Loss) on Derivative Instruments, Net, Pretax, Total	27,245		(114,736)
The Power Up Note [Member]
Debt Instrument, Debt Default, Amount						$ 67,500
Unsecured Debt [Member]
Interest Expense, Total	753	$ 433	1,121	$ 433
Convertible Notes Payable [Member]
Interest Expense, Total	3,713		7,931
Convertible Notes Payable, Current	$ 67,500		$ 67,500				$ 45,000	$ 0
Debt Instrument, Interest Rate, Stated Percentage	12.00%		12.00%
Debt Instrument, Default Interest Rate	22.00%		22.00%
Convertible Notes Payable [Member] | Measurement Input, Share Price [Member]
Debt Instrument, Measurement Input	0.06		0.06
Convertible Notes Payable [Member] | Measurement Input, Exercise Price [Member]
Debt Instrument, Measurement Input	0.39		0.39
Convertible Notes Payable [Member] | Measurement Input, Price Volatility [Member]
Debt Instrument, Measurement Input	2.5836		2.5836
Convertible Notes Payable [Member] | Measurement Input, Discount Rate [Member]
Debt Instrument, Measurement Input	0.016		0.016

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Note 6 - Promissory and Convertible Notes Payable - Summary of Outstanding Notes Payable (Details) - USD ($)	Nov. 30, 2019	Feb. 28, 2019
Promissory notes payable	$ 101,279	$ 7,980
The 0 Percent Unsecured Note Payable Issued December 2013 [Member]
Promissory notes payable	2,000	2,000
The 0 Percent Unsecured Note Payable Issued November 2015 [Member]
Promissory notes payable	980	980
The 8 Percent Unsecured Note Payable Issued October 2015 [Member]
Promissory notes payable	5,000	5,000
The 6 Percent Promissory Notes Issued April 2019 [Member]
Promissory notes payable	3,325
The 8 Percent Unsecured Note Payable Issued October 2018 [Member]
Promissory notes payable	$ 89,974

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Note 7 - Promissory Notes Payable, Related Party and Other Related Party Transactions (Details Textual) - USD ($)		3 Months Ended		9 Months Ended
	Jan. 01, 2019	Nov. 30, 2019	Nov. 30, 2018	Nov. 30, 2019	Nov. 30, 2018	Nov. 28, 2019	Feb. 28, 2019
Interest Expense, Total		$ 6,180	$ 433	$ 38,385	$ 433
Accounts Payable, Related Parties, Current		182,669		182,669		$ 183,185
Advisory Company Owned by Former CEO [Member]
Interest Expense, Total		1,714	$ 0	6,834	$ 0
Related Party Transaction, Monthly Management Fee	$ 15,000
Accounts Payable, Related Parties, Current		17,868		17,868			$ 30,000
Advisory Company Owned by Former CEO [Member] | Management Fee [Member]
Due to Related Parties, Current, Total		30,000		30,000
Related Party Transaction, Amounts of Transaction				0
Related Party Transaction, Disputed Amount		150,000		150,000
Advisory Company Owned by Former CEO [Member] | Reimbursement of Expenses [Member]
Accounts Payable, Related Parties, Current		$ 164,801		$ 164,801			$ 153,185

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Note 7 - Promissory Notes Payable, Related Party and Other Related Party Transactions - Outstanding Notes Payable, Related Party (Details) - USD ($)	Nov. 30, 2019	Nov. 28, 2019	Feb. 28, 2019
Promissory notes payable, related party	$ 96,015	$ 64,300	$ 64,300
The 0 Percent Unsecured Note Payable Issued October 2015 [Member]
Promissory notes payable, related party	2,300		2,300
The 0 Percent Unsecured Note Payable Issued November 2015 [Member]
Promissory notes payable, related party	2,000		2,000
The 8 Percent Unsecured Note Payable Issued October 2018 [Member]
Promissory notes payable, related party	60,000		60,000
The 6 Percent Promissory Notes Issued April 2019 [Member]
Promissory notes payable, related party	15,825
The Second 6 Percent Promissory Notes Issued April 2019 [Member]
Promissory notes payable, related party	$ 15,890

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Note 8 - Common Stock (Details Textual)				9 Months Ended	12 Months Ended
		Apr. 04, 2018 USD ($) $ / shares shares	Jan. 27, 2018 USD ($) shares	Nov. 30, 2018 USD ($)	Feb. 28, 2018 USD ($) $ / shares shares	Nov. 30, 2019 $ / shares shares	Nov. 28, 2019 $ / shares shares	Feb. 28, 2019 $ / shares	Jul. 10, 2017
Common Stock, Shares Authorized (in shares)						495,000,000	495,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares						$ 0.001	$ 0.001
Common Stock, Voting Rights, Number of Votes Per Share						1
Preferred Stock, Shares Authorized (in shares)						5,000,000
Preferred Stock, No Par Value (in dollars per share) | $ / shares						$ 0
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares	[1]				$ 0.61	$ 0.37		$ 1
Proceeds from Issuance of Private Placement | $					$ 125,000
Stock Issued During Period, Shares, New Issues (in shares)		833,333
Share Price (in dollars per share) | $ / shares		$ 0.15			$ 0.15
Stock Issued During Period, Value, Issued for Services | $				$ 17,272
Stock Repurchased and Retired During Period, Shares (in shares)			10,000,000
Stock Repurchased and Retired During Period, Value | $			$ 0
Two Service Providers [Member]
Stock Issued During Period, Shares, Issued for Services (in shares)		181,323
Stock Issued During Period, Value, Issued for Services | $		$ 27,198
One Service Provider [Member]
Stock Issued During Period, Shares, Issued for Services (in shares)		115,147
Stock Issued During Period, Value, Issued for Services | $		$ 17,272
Former Chairman of the Board [Member]
Stock Repurchased and Retired During Period, Shares (in shares)			5,000,000
Director [Member]
Stock Repurchased and Retired During Period, Shares (in shares)			5,000,000
Warrants Issued in the 2018 Offering [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares					$ 0.15
Warrants and Rights Outstanding, Term (Month)					2 years				1 year
Private Placement [Member]
Equity Offering, Units Issued, Price Per Share (in dollars per share) | $ / shares					$ 0.15
Number of Shares Per Unit (in shares)					1
Number of Warrants Per Unit (in shares)					1

[1] Weighted average exercise price per shares

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Note 9 - Warrants (Details Textual)									9 Months Ended	12 Months Ended
		Jun. 28, 2019 $ / shares shares	Apr. 17, 2019 USD ($) $ / shares shares	Mar. 20, 2019 USD ($) shares	Mar. 31, 2018 $ / shares shares	Feb. 28, 2018 $ / shares shares	Feb. 08, 2018 shares	Jul. 10, 2017 $ / shares shares	Nov. 30, 2019 $ / shares shares	Feb. 28, 2019 $ / shares shares	Aug. 31, 2019 USD ($)	Mar. 15, 2018 $ / shares shares	Mar. 14, 2018 $ / shares
Class of Warrant or Right, Issued During Period (in shares)									2,925,000
Class of Warrant or Right, Issued During Period, Exercise Price (in dollars per share) | $ / shares	[1]								$ 0.25
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares	[1]					$ 0.61			$ 0.37	$ 1
Class of Warrant or Right, Outstanding (in shares)						2,129,802			5,054,802	2,129,802
Warrants Issued in the 2018 Offering [Member]
Class of Warrant or Right, Issued During Period (in shares)								500,000
Class of Warrant or Right, Issued During Period, Exercise Price (in dollars per share) | $ / shares								$ 0.21
Warrants and Rights Outstanding, Term (Month)						2 years		1 year
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares						$ 0.15
Amended Warrants With An Expiration Date of June 9, 2020 [Member]
Class of Warrant or Right, Issued During Period (in shares)					500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares					$ 1
Warrants Issued to Two Investors [Member]
Class of Warrant or Right, Issued During Period (in shares)						833,333
Class of Warrant or Right, Issued During Period, Exercise Price (in dollars per share) | $ / shares						$ 1
Warrants and Rights Outstanding, Term (Month)						2 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)						833,333
Warrants Issued to Two Service Providers [Member]
Class of Warrant or Right, Issued During Period (in shares)							296,469
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)							296,469
Amended Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares												$ 1	$ 0.13
Class of Warrant or Right, Outstanding (in shares)												500,000
Warrants Granted March 20, 2019 [Member]
Class of Warrant or Right, Issued During Period (in shares)				1,250,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares									$ 0.25
Class of Warrant or Right, Outstanding (in shares)									1,250,000
Warrants and Rights Outstanding | $				$ 200,439
Warrants Granted April 17, 2019 [Member]
Class of Warrant or Right, Issued During Period (in shares)			675,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares									$ 0.25
Class of Warrant or Right, Outstanding (in shares)									675,000
Warrants and Rights Outstanding | $			$ 74,250
Warrants Issued to Eight Investors [Member]
Warrants and Rights Outstanding, Term (Month)			3 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares			$ 0.25
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			1,925,000
Warrants and Rights Outstanding | $			$ 274,689
Warrants Issued to Eight Investors [Member] | Measurement Input, Exercise Price [Member]
Warrants and Rights Outstanding, Measurement Input			0.25
Warrants Issued to Eight Investors [Member] | Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input			2.28
Warrants Issued to Eight Investors [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member]
Warrants and Rights Outstanding, Measurement Input			0.0234
Warrants Issued to Eight Investors [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member]
Warrants and Rights Outstanding, Measurement Input			0.0237
Warrants Granted June 28, 2019 [Member]
Class of Warrant or Right, Issued During Period (in shares)		1,000,000
Warrants and Rights Outstanding, Term (Month)		1 year 180 days
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares		$ 0.25							$ 0.25
Class of Warrant or Right, Outstanding (in shares)									1,000,000
Warrants and Rights Outstanding | $											$ 176,579
Warrants Granted June 28, 2019 [Member] | Measurement Input, Exercise Price [Member]
Warrants and Rights Outstanding, Measurement Input		0.25
Warrants Granted June 28, 2019 [Member] | Measurement Input, Price Volatility 1 [Member]
Warrants and Rights Outstanding, Measurement Input		3.6099
Warrants Granted June 28, 2019 [Member] | Measurement Input, Price Volatility 2 [Member]
Warrants and Rights Outstanding, Measurement Input		3.5188
Warrants Granted June 28, 2019 [Member] | Measurement Input, Price Volatility 3 [Member]
Warrants and Rights Outstanding, Measurement Input		3.3945
Warrants Granted June 28, 2019 [Member] | Measurement Input, Discount Rate 1 [Member]
Warrants and Rights Outstanding, Measurement Input		0.0175
Warrants Granted June 28, 2019 [Member] | Measurement Input, Discount Rate 2 [Member]
Warrants and Rights Outstanding, Measurement Input		0.0171
Warrants Extended Terms for Two and Half Years [Member]
Class of Warrant or Right, Issued During Period (in shares)		500,000
Warrants and Rights Outstanding, Term (Month)		2 years 182 days
Warrants Extended Terms for Two Years [Member]
Class of Warrant or Right, Issued During Period (in shares)		500,000
Warrants and Rights Outstanding, Term (Month)		2 years

[1] Weighted average exercise price per shares

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Note 9 - Warrants - Summary of Warrants Issued and Outstanding (Details) - $ / shares		9 Months Ended	12 Months Ended
		Nov. 30, 2019	Feb. 28, 2019
Beginning balance (in shares)		2,129,802	2,129,802
Beginning balance (in dollars per share)	[1]	$ 1	$ 0.61
Issued (in shares)		2,925,000
Issued (in dollars per share)	[1]	$ 0.25
Exercised (in shares)
Exercised (in dollars per share)	[1]
Expired (in shares)
Expired (in dollars per share)	[1]
Ending balance (in shares)		5,054,802	2,129,802
Ending balance (in dollars per share)	[1]	$ 0.37	$ 1

[1] Weighted average exercise price per shares

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Note 9 - Warrants - Additional Information About Warrants Granted (Details) - $ / shares		9 Months Ended
		Nov. 30, 2019	Jun. 28, 2019	Feb. 28, 2019	Feb. 28, 2018
Warrants outstanding (in shares)		5,054,802		2,129,802	2,129,802
Warrants exercisable (in shares)		4,054,802
Warrants, price (in dollars per share)	[1]	$ 0.37		$ 1	$ 0.61
Warrants, remaining term (Year)		1 year 105 days
Warrants Granted November 19, 2016 [Member]
Warrants outstanding (in shares)		500,000
Warrants exercisable (in shares)		500,000
Warrants, price (in dollars per share)		$ 0.25
Warrants, remaining term (Year)		1 year 171 days
Warrants Granted July 10, 2017 [Member]
Warrants outstanding (in shares)		500,000
Warrants exercisable (in shares)		500,000
Warrants, price (in dollars per share)		$ 0.25
Warrants, remaining term (Year)		2 years 10 days
Warrants Granted February 28, 2018 [Member]
Warrants outstanding (in shares)		1,129,802
Warrants exercisable (in shares)		1,129,802
Warrants, price (in dollars per share)		$ 1
Warrants, remaining term (Year)		91 days
Warrants Granted March 20, 2019 [Member]
Warrants outstanding (in shares)		1,250,000
Warrants exercisable (in shares)		1,250,000
Warrants, price (in dollars per share)		$ 0.25
Warrants, remaining term (Year)		2 years 109 days
Warrants Granted April 17, 2019 [Member]
Warrants outstanding (in shares)		675,000
Warrants exercisable (in shares)		675,000
Warrants, price (in dollars per share)		$ 0.25
Warrants, remaining term (Year)		2 years 138 days
Warrants Granted June 28, 2019 [Member]
Warrants outstanding (in shares)		1,000,000
Warrants exercisable (in shares)		1,000,000
Warrants, price (in dollars per share)		$ 0.25	$ 0.25
Warrants, remaining term (Year)		1 year 29 days

[1] Weighted average exercise price per shares

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Note 10 - Other Matters - Joint Venture (Details Textual) - USD ($)						3 Months Ended
		Jul. 11, 2019	Apr. 02, 2019	Apr. 04, 2018	Apr. 16, 2016	May 31, 2020	Nov. 30, 2019	Jul. 08, 2019	Jun. 28, 2019	Feb. 28, 2019	Feb. 28, 2018
Stock Issued During Period, Shares, New Issues (in shares)				833,333
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	[1]						$ 0.37			$ 1	$ 0.61
Warrants to Purchase Restricted Shares Issued to RF [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		1,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 0.25
Warrants and Rights Outstanding, Term (Month)		1 year 180 days
Warrant Issued to Mr. Haaye de Jong [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		250,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 0.25
Warrants Issued to Mr. Kevin Holinaty in June 2019 [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 0.25
EES - E and EETC [Member]
Equity Method Investment, Ownership Percentage								25.00%
License and Operating Agreement, Aggregate Purchase Price, Licensing and Distribution								$ 150,000
Easy Energy Systems, Inc. [Member]
Memorandum of Understanding, Option to Merge, Term (Day)			90 days
Memorandum of Understanding, Anticipated Cost of Power Plant					$ 10,000,000
Payments for Power Plant Under Memorandum of Understanding					$ 25,000
Binding Letter of Intent, Capital to be Raised Within 90 Days									$ 10,000,000
Easy Energy Systems, Inc. [Member] | General and Administrative Expense [Member]
Memorandum of Understanding, Power Plant Expense						$ 25,000
Raul Factor BV [Member]
Proceeds from Issuance or Sale of Equity, Total		$ 200,000
Stock Issued During Period, Shares, New Issues (in shares)		1,000,000
Equity Offering, Units Issued or Issuable (in shares)		1,000,000
Equity Offering, Units Issued, Price Per Share (in dollars per share)		$ 0.20
Mr. Kevin Holinaty [Member] | Warrant No. 002 [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 0.25
Mr. Kevin Holinaty [Member] | Warrant No. 003 [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		250,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 0.25
FTPM Resources, Inc. [Member]
Memorandum of Understanding, Joint Venture, Percentage of Ownership			33.00%
Easy Energy Systems, Inc. [Member]
Memorandum of Understanding, Joint Venture, Percentage of Ownership			67.00%
Easy Energy Systems, Inc. [Member] | EES - E and EETC [Member]
Equity Method Investment, Ownership Percentage								25.00%
Raul Factor BV [Member] | EES - E and EETC [Member]
Equity Method Investment, Ownership Percentage								50.00%

[1] Weighted average exercise price per shares