- Quarterly Report (10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended March 31,  2009

¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period ________ to ________

                                                  COMMISSION FILE NUMBER 000-51698

QUANTUM SOLAR POWER, CORP.

(Exact name of small business issuer as specified in its charter)

NEVADA	Applied for
	IRS Identification Number
16 Midlake Boulevard , Suite 312
SE Calgary AB, Canada T2X 2X7
(Address of principal executive offices)
(403 397-7211
Issuer's telephone number

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past twelve 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 x No ¨

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: As of March 31, 2009, the Issuer had, 117,300,000 Shares of Common
Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes ¨ No x

PART I - FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS.

QUANTUM SOLAR POWER, CORP.
(A Development Stage Company)
BALANCE SHEETS

		March 31,	June 30,
		2009	2008
	ASSETS
Current assets:
	Cash	$                      18,345	$                      41,994
	Total assets	$                      18,345	$                      41,994
	LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts Payable and Accrued Liabilities	4,000	7,500
	Total liabilities	4,000	7,500
Commitments and contingencies	-	-
Stockholders' equity:
	Preferred stock; authorized 10,000,000; $0.001 par value; zero shares	-	-
	issued and outstanding at March31, 2009 and June 30,2008
	Common stock; authorized 400,000,000; $0.001 par value; 117,300,000 shares
	issued and outstanding at March 31, 2009 and December 31, 2008	14,750	14,750
	Paid in capital	277,750	277,750
	Deficit accumulated during the development stage	(278,155)	(258,006)
	Total stockholders' equity	14,345	34,494
	Total liabilities and stockholders' equity	$                      18,345	$                      41,994
The accompanying notes are an integral part of these financial statements

F-1

QUANTUM SOLAR POWER, CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS

								For the Period
				For the Three	For the Three	For the Nine	For the Nine	from April 14,
				Months Ended	Months Ended	Months Ended	Months Ended	2004 (inception) to
				March 31, 2009	March 31, 2008	March 31, 2009	March 31, 2008	March 31, 2009
REVENUES				$                    -	$                    -	$                    -	$                    -	$                    -
OPERATING EXPENSES
	General and administrative expenses	6,669	2,269	20,149	7,996	172,155
	Impairment of intangible asset	-	-	-	-	106,000
		Total operating expenses	6,669	2,269	20149	7,996	278,155
Net loss before provision for income taxes	(6,669)	(2,269)	(20,149)	(7,996)	(278,155)
Provision for income taxes	-	-	-	-	-
Net loss				$          (6,669)	$          (2,269)	$        (20,149)	$          (7,996)	$      (278,155)
Weighted average common shares outstanding -
	Basic and diluted			117,300,000	14,650,000	117,300,000	14,650,000	117,300,000
Net loss per share – basic and diluted	$            (0.00)	$            (0.00)	$            (0.00)	$            (0.00)	$            (0.00)

See accompanying notes

                                                                                  F-2

QUANTUM SOLAR POWER, CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

			Nine months ended March 31, 2009	Nine months ended March 31, 2008	From Inception (May 19,  2006) to March 31, 2009
Cash flow from operating activities:
	Net loss	$                           (20,149)	$                             (7,996)	$                  (275,655)
	Adjustments to reconcile net loss to net cash  used in operating activities:
		Technology expenditure for shares	-	-	106,000
	Changes in operating assets and liabilities:
		(Decrease) Increase in accounts payable	3,500	4,000
	Net cash used in operating activities	(23,649)	(11,996)	(169,655)
Cash flows from financing activities:
	Proceeds from issuance of common stock			292,500
	Proceeds from common stock subscription	-
	Net cash provided by financing activities	-	4,000	292,500
Decrease in cash during the period	(23,649	(7,996)	18,345
Cash, beginning of period	41,994	8,026	-
Cash, end of period	$                             18,345	$                                    30	$                        18,345
Supplemental disclosure of cash flow information:
	Cash paid during the period
		Taxes	$                                   -		$                             -
		Interest	$                                   -		$                             -

                                                        See accompanying notes

                                                                         F-3

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS

Organization  

The Company was incorporated in Nevada on April 14, 2004. The Company is a development stage company engaged in the business of commercializing the development of medical office system software. On June 16, 2008 stockholders by way of Proxy Statement confirmed and ratified the change of the company’s name from QV, Quantum Ventures, Inc. to Quantum Solar Power Corp.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $20,149 for the nine months ended March 31, 2009; and a net accumulated loss of $278,155 for the period from April 14, 2004 (inception) to March 31, 2009. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of an online office service.  Management has plans to seek additional capital through a private placement and public offering of its common stock. These factors raise substantial doubt that the Company will be able to continue as a going concern.

Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.

Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations. The Company is not currently earning any revenues.

Interim Reporting

While the information presented in the accompanying interim three months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America.  These interim financial statements follow the same accounting policies and methods of their application as the June 30, 2007 audited annual financial statements of Quantum Solar Power, Corp.  

                                                                                F-4

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s audited June 30, 2007 annual financial statements.

Operating results for the three months ended March 31, 2009 are not necessarily indicative of the results that can be expected for the year ended June 30, 2009.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company as defined by the Statement of Financial Accounting Standards (SFAS) No. 7. “Accounting and Reporting by Development Stage Enterprises”.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Quantum Ventures Ltd., (QVL), a Company incorporated under the Company Act of British Columbia on May 13, 2004.  All inter-company transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates .

Impaired Asset Policy

The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-lived Assets". The Company determines impairment by comparing the undiscounted future

                                                                   F-5

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

NOTE 2-SIGNIFICANT ACCOUNTING POLICIES (Continued)

cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value. During the  year ended June 30, 2008, the Company determined that the carrying amount of the License purchased were in excess of its estimated fair value and recognized an impairment loss on intangible asset costs of $100,000.

Start-up Expenses

The Company has adopted Statement of Position No. 98-5 ("SOP 98-5"), "Reporting the Costs of Start-up Activities," which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from inception on April 14, 2004 to March 31, 2009.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar as substantially all of the Company’s operations are in Canada.  The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with the SFAS No. 53 “Foreign Currency Translation”.

Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in Consolidated Stockholder’s Equity, if applicable. There were no translation adjustments as of March 31, 2009.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  If applicable, exchange gains and losses are included in other items on the Consolidated Statements of Operations. There were no exchange gains or losses as of March 31, 2009.

                                                                 F-6

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

Loss Per Share

The Company computed basic and diluted loss per share amounts for March 31, 2009 pursuant to the SFAS No. 128, “Earnings per Share.”  There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.

Fair Value of Financial Instruments

SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value.  For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.                            

Comprehensive Loss

SFAS No.130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  As of March 31, 2009 the Company has no items that represent comprehensive loss and therefore, has not included a schedule of comprehensive loss in financial statements.  

Income Taxes

Income taxes are recognized in accordance with SFAS 109, "Accounting for Income Taxes", whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized below.

 

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, "Accounting Changes and Error Corrections" (SFAS 154), which replaces Accounting Principles Board (APB) Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion No. 28." SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections, and it establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction

                                                                F-7

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

of an error. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company adopted SFAS 154 in the first quarter of fiscal year 2007 and does not expect it to have a material impact on its consolidated results of operations and financial condition.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets and liabilities. SFAS 157 addresses the requests from investors for expanded disclosure about the extent to which companies’ measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS 157 applies whenever other

standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and will be adopted by the Company in the first quarter of fiscal year 2009. The Company is unable at this time to determine the effect that its adoption of SFAS 157 will have on its consolidated results of operations and financial condition. In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109" (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The cumulative effects, if any, of applying FIN 48 will be recorded as an adjustment to retained earnings as of the beginning of the period of adoption. FIN 48 is effective for fiscal years beginning after December 15, 2006, and the Company is required to adopt it in the first quarter of fiscal year 2008. The Company is currently evaluating the effect that the adoption of FIN 48 will have on its consolidated results of operations and financial condition and is not currently in a position to determine such effects, if any.

In June 2006, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06−3 (EITF 06-3), “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).” EITF 06−3 applies to any tax assessed by a governmental authority that is directly imposed on a revenue producing transaction between a seller and a customer. EITF 06−3 allows companies to present taxes either gross within revenue and expense or net. If taxes subject to this issue are significant, a company is required to disclose its accounting policy for presenting taxes and the amount of such taxes

that are recognized on a gross basis. The Company currently presents such taxes net. EITF 06−3 is required to be adopted during the first quarter of fiscal year 2008. These taxes are currently not material to the Company’s consolidated financial statements .

                                                                F-8

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

FSP FAS 123(R)-5 was issued on October 10, 2006.  The FSP  provides  that instruments  that were  originally  issued  as  employee  compensation  and then  modified, and that modification is made to the terms of the instrument solely to reflect an equity  restructuring  that  occurs  when the  holders  are no longer employees, then no change in the recognition or the measurement (due to a change in  classification)  of those  instruments  will result if both of the following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic  value to the exercise price of the award is preserved,  that is, the holder is made whole), or the antidilution provision is not added to the terms of the award in  contemplation  of an equity  restructuring;  and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner.  The provisions in this FSP shall be applied in the first reporting period beginning after the date the FSP is posted to the FASB website.  The Company does not expect the adoption of FSP FAS 123(R)-5 to have a material impact on its consolidated results of operations and financial condition  

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 allows companies to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 will become effective for the Company beginning in fiscal 2009. The Company is currently evaluating what effects the adoption of SFAS No. 159 will have on the Company’s future results of operations and financial condition.

In June 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP EITF 03-6-1 on its consolidated financial position and results of operations.

In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF 07-5).  EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions.  It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation

                                                                F-9

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

instruments on the evaluation.  EITF 07-5 is effective for fiscal years beginning after December 15, 2008.  The Company is currently assessing the impact of EITF 07-5 on its consolidated financial position and results of operations.

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion.  The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized.  The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations.  The FSP requires retrospective application to the terms of instruments as they existed for all periods presented.  The FSP is effective for us as of January 1, 2009 and early adoption is not permitted.  The Company is currently evaluating the potential impact of FSP APB 14-1 upon its consolidated financial statements. 

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (FAS No.162).  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements.  SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles".  The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations.

In April 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position on Financial Accounting Standard (“FSP FAS”) No. 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 “Goodwill and Other Intangible Assets”.  The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles.    The Company is currently evaluating the potential impact of FSP FAS No. 142-3 on its consolidated financial statements.

                                                                F-10

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

In March 2008, the FASB issued SFAS No. 161, “ Disclosure about Derivative Instruments and Hedging Activities , an amendment of SFAS No. 133”, (SFAS 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS No. 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Company’s consolidated financial statements.

Delay in Effective Date

In February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material to the Company’s consolidated financial condition or results of operations.In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (SFAS 141(R)).  This Statement replaces the original SFAS No. 141.  This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method ) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the acquirer:

Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS No. 141(R) will have on its consolidated results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS No. 160).  This Statement amends the original Accounting Review Board (ARB) No. 51 “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is

                                                                F-11

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date.  The Company is unable at this time to determine the effect that its adoption of SFAS No. 160 will have on its consolidated results of operations and financial condition.

NOTE 3 – TECHNOLOGY PURCHASE AGREEMENT PAYABLE

By an agreement dated May 18, 2004 the Company purchased software, known as “Mediflow” in consideration of payment to the Vendor of $5,000 and 100,000 common shares of the Company.  In addition, the Company will grant the vendor a 2% royalty on net sales of any product that uses any portion of the technology.  The agreement was subsequently amended and calls for the cancellation of the 100,000 common shares, the sum of $3,000 payable upon execution of the agreement, and a non-refundable sum of $10,000 paid on August 22, 2006.  As of March 31, 2009, there is no balance due.

On April 15, 2008, QV, Quantum Ventures, Inc. (the "Registrant") entered into a License agreement ( “The Agreement”) with Canadian Integrated Optics International Ltd. of Douglas, Isle of Man (CIOI), to manufacture and market CIOI’s  patent  pending solar technology based on an optical rectenna. On May 7, 2008 the Agreement was subsequently Amended and executed by CIOI and on May 16, 2008 the agreement was executed by QV, Quantum Ventures, Inc. Closing of this agreement will occur on or about June 16, 2008 and is subject to certain terms and conditions.  The Purchase Price paid in cash for the License was $100,000.

NOTE 4 – STOCKHOLDERS’ EQUITY

On May 7, 2004 the Company issued 6,000,000 of its common shares for cash of $6,000

On December 31, 2004, the Company issued 8,650,000 of its common shares for cash of $86,500.

On, February 25 2008 the Board of Directors of the registrant passed unanimously a resolution authorizing a forward split of the authorized and issued and outstanding common shares on a eight to one (8 – 1) basis bringing the total common shares issued and outstanding to 117,200,000 and authorized common shares to 400,000,000.

The Company has completed a Private placement on April 15, 2008 with four individuals to issue 100,000 common shares at a price of $2.00 per share, the net proceeds received was $200,000. No commissions were paid and no registration rights have been granted.

                                                                F-12

QUANTUM SOLAR POWER CORP.

Formerly QV, Quantum Ventures, Inc.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three months Ended March 31, 2009 and the period April 14, 2004 (inception)

through March 31, 2009

(Unaudited)

NOTE 6-CHANGE OF NAME

On June 16, 2008 stockholders by way of Proxy Statement confirmed and ratified the change of the company’s name from QV, Quantum Ventures, Inc. to Quantum Solar Power Corp.

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

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as “plan”, "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include our expectations and objectives regarding our 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 our 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 this caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”).

As used in this Quarterly Report, the terms "we", "us", "our", “the Company” and “Quantum” mean Quantum Solar Power Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

Introduction

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three-month period ended March 31, 2009. This discussion should be read in conjunction with the Management’s Discussion and Analysis or Plan of Operation.

Quantum Solar Power Corp. formerly QV, Quantum Ventures, Inc. is a corporation formed under the laws of the State of Nevada on, April 14, 2004 whose principal executive offices are located in Calgary Alberta, Canada. Our principal business is the development, marketing and of a software product called Mediflow.

About Our Business

We are a development stage company.  We have produced no revenues to date, and have not begun revenue producing activities.  We have had extremely limited operations and have relied on the sale of our securities and loans or capital infusions from our officers and directors to fund our operations to date. Our auditors have included in their report covering our financial statements for the period from incorporation to June 30, 2006, that there is substantial doubt about our ability to continue as a going concern. Our business plan is to further develop and commercialize the MediFlow Software Program, a medical tracking software program that will assist healthcare professionals in diagnosing and recommending treatment for patients. Mediflow scans keywords of a healthcare professional’s input and compares it to an indexed database utilizing both Heuristic and Boolean logical algorithms.   The software compares the disease database looking for matching symptoms, analyzes the true phase (during current treatment), and the medications or other treatments being used.  It then matches the results with models found in the database, flagging any abnormalities in both the diagnosis and treatment, and suggesting a solution.

 

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MediFlow has the capability to also provide third-party specialists with HIPAA-compliant access to patient information for their review and recommendations.   Access can be provided through the interactive use of text, audio, pictures or video both encapsulated and streaming; currently, the software supports both Audio and Visual access through .wav files, allowing it to also interface with third party software to make these features functional.

  

Software functionality is dependent on the accurate input of patient data. Software gateways are open to add modules to and for database integration, by permitting searches of the healthcare professional’s database and third-party databases. We may lease or acquire a third party data base to improve existing functionality for marketing purposes.  At present, costs associated with such lease or acquisition is not known. We plan to market our software as a service to Doctors and other health professionals in the U.S. and Canada.  We plan to further develop our software program as an easy to use, functional, responsive and integrated program that focuses on the needs of the Heath Care community.

About Our License Agreement

On April 15, 2008, QV, Quantum Ventures, Inc. (the "Registrant") entered into a License agreement ( “The Agreement”) with Canadian Integrated Optics International Ltd. of Douglas, Isle of Man (CIOI), to manufacture and market CIOI’s  patent  pending solar technology. On May 7, 2008 the Agreement was subsequently Amended and executed by CIOI and on May 16, 2008 the agreement was executed by QV, Quantum Ventures, Inc. Closing of this agreement will occur on or about   June 16, 2008 and is subject to certain terms and conditions.  The Purchase Price for the license shall be paid in Cash, Shares of the Company’s common stock and a 5% royalty.

This Agreement shall become effective on the Effective Date, and shall extend for an initial term of five (5) years (the “Term”) with an additional option for another five years at the sole discretion of the Licensee ( 10 years without notice required ) or other longer period that is mutually agreed upon by both parties in writing and shall automatically be renewed on an annual basis unless, either of the Parties by notice in writing at least thirty (30) days before the expiration of the initial term or any renewal hereof, shall advise the other party of its desire to terminate.     

About the Solar Industry

Energy is the most critical issue of the new century.  Energy is a necessary part of the solution to all of the other great problems of our age which include access to clean water, wholesome food, a sustainable environment, an end to poverty, widely available education, democracy and a stable population. There are a variety of ways in which electrical energy can be generated; many involve burning fossil fuels (coal, oil, natural gas etc.) with the concerns regarding CO2 and related climate change is becoming a less acceptable solution.  Nuclear power is also useful for creating inexpensive electricity; however the concerns about safety and the long term disposal of radioactive wastes have meant that few new plants are being built during a period of rapidly expanding demand.  Renewable energy is the fastest growth segment of the electrical generation market.

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Therefore, it would seem that solar power will ultimately be the solution to the energy needs of the world.  However, in 2007 solar power is still not ready for every day commercial deployment.  This is due to the cost of installing such systems and therefore, the cost of the electrical energy they generate being much higher than the current alternatives.  All currently available solar technologies rely on the photoelectric effect, in which an incoming solar photon knocks an electron from a bound orbit in a semi conducting material such as silicon and then is collected through a conducting layer to be delivered as electrical current to a load. The current commercially available technology for direct conversion of sunlight to electrical energy (PV solar) is capable of somewhere between 5% and 15% conversion efficiency.  This means that for every 1000 Watts of incident full sunlight (which is the approximate value for one square meter of the earths’ surface) a commercially available panel today will put out between 50 and 200 watts of electricity.  The number of hours in a day, on average, in which the sun shines at maxim brightness varies across the face of the earth.  In the lower latitudes it can be as high as 8 hours per day and in more northerly climates it can be as low as 2 or 3 hours daily, on average, throughout the year.  

When the efficiency of the solar panel is combined with the availability of sunlight one begins to get to the business proposition of solar panels, that is: what quantity of electrical energy is produced yearly for how much investment in the solar system.  Presently, this equation does not provide a viable economic model (without considerable government subsidy) for the deployment of solar power due to the high costs and low efficiencies of the available cell and panel solutions.  CIO has developed a proprietary technique for converting the suns radiation into electrical current that does not operate as all other available technologies do via the photoelectric effect as described by Albert Einstein more than 100 years ago.

Market Opportunities:

The electric power industry is one of the world’s largest industrial segments, with annual revenue of approximately $1.06 trillion in 2004, according to Datamonitor. Global electricity demand has grown consistently at a rate between 2% and 5% annually for the past decade, according to the Energy Information Administration of the United States Department of Energy, or EIA. Worldwide demand for electricity is expected to increase from 14.3 trillion kilowatt hours in 2003 (implying an average selling price of $.075 per kilowatt hour) to 26.0 trillion kilowatt hours by 2025, according to the United States Department of Energy’s International Energy Outlook. New investments in generation, transmission and distribution to meet growth in the demand for electricity, excluding investments in fuel supply, are expected to total roughly $10 trillion by 2030, according to the IEA.

For the sake of comparison, the total world demand for electrical energy of 14.3 Trillion KW Hrs/year would involve the annual solar irradiance on a piece of desert land near the equator of approximately 85 Km on a side and assuming the CIO panels were used with 30% efficiency the entire world electrical demand could be met with panels covering a similar square of 155 Km on a side.  Assuming that such panels could be manufactured for $1/Wp and that for each 1 Wp a total of 2 KWHrs/yr of electricity is derived then all of the panels required to generate present total world electricity needs of $14.3 T KWhrs/yr could be produced for $7.1 Trillion.  Amortizing this over the 30 year life of the panels would give $0.016/KWhr.

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Our Growth Strategies

Quantum Solar Power Corp. intends to be a manufacturer and marketer of solar panels based on the unique and patent pending solar technology.  Multiple solar panels each of approximately 1 square meter in size will be used by customers to create large arrays of electricity generating capacity,  when combined with other products will allow for the creation and transmission of electricity either for consumption by the owner or for selling to a utility. The process for manufacturing is based on known techniques in nanotechnology including guided self assembly and bottom up processing.  It is expected therefore that in comparison with semiconductor patterning techniques which are used in standard solar cell manufacture that the capital equipment will be less expensive to purchase and to operate and that operating yields will be improved thus contributing to lower per panel costs.  

Competitive Advantages:

There are several competitive advantages through the use of solar energy as opposed to the current forms of energy being used today they are as follows:

Environmental Advantage.

Solar power is one of the most benign electric generation resources. Solar cells generate electricity without air or water emissions, noise, vibration, habitat impact or waste generation.

Fuel Risk Advantage.

Unlike fossil and nuclear fuels, solar energy has no fuel price volatility or delivery risk. Although there is variability in the amount and timing of sunlight over the day, season and year, a properly sized and configured system can be designed to be highly reliable while providing long-term, fixed price electricity supply.

Location Advantage.

Unlike other renewable resources such as wind power and hydroelectric, solar power is generally located at a customer site due to the universal availability of sunlight. As a result, solar power limits the expense of and energy losses associated with, transmission and distribution from large scale electric plants to the end users. For most residential consumers seeking an environmentally friendly power alternative, solar power is the only viable choice because it can be located in urban and suburban environments.

Retail Rate Benchmark Advantage.

Unlike biomass, geothermal, hydroelectric and wind power generation which are location-dependent and sell primarily to the wholesale market, solar power competes with retail prices as it is customer-sited and supplements a customer’s electricity purchased at retail rates from the utility network.

Peak Energy Generation Advantage.

Solar power is well suited to match peak energy needs as maximum sunlight hours generally correspond to peak demand periods when electricity prices are at their highest. These characteristics increase the value of solar power as compared to other renewable resources that do not align with peak demand periods.

Modularity.

Solar power products can be deployed in many sizes and configurations to meet the specific needs of the customer.

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Reliability.

With no moving parts and little required maintenance, solar power systems are among the most reliable forms of electricity generation.

Plan of Operation

Financial Plan

As of March 31, 2009 we had a cash balance $XS and have earned no revenue from operations. Since our inception on April 14, 2004 to March 31, 2009 we have raised $in equity financing via distributions of unregistered securities to Canadian investors using exemptions provided under Regulation S and under British Columbia, Alberta and Saskatchewan Multilateral Instrument 45-103 Part 2 in Canada. During the next twelve months we will need additional funds and we are seeking these additional funds via, private placements or loans from our sole officer and director or current shareholders or potentially an initial public offering. No arrangements for additional funds have been completed.

Software Development Plan

We have commenced the process of upgrading the existing software code and will need additional financing to complete these upgrades. We estimate the cost of this initial upgrade to be $50,000. We are pursuing additional funding in order to complete our upgrades. To date we have accomplished the following tasks with respect to the upgrade of our software. We have extensively tested the current software, we have analyzed and targeted areas in the original source code for upgrades, these areas include, the installation program, database, the program’s compiler, additionally, there is no uninstall program in our current version of the program so any data or files have to be deleted manually from the program. As an additional upgrade we would add in an uninstall program. We anticipate commencing these upgrades in March or April 2008 and are currently in the process of scheduling programming time with a qualified programmer.

Website Development Plan

The development of our website was initially completed during April of 2007. The Company briefly had their website operational, but the site did incur technical difficulties with respect to their software program being able to operate within in a web browser. The Company is currently and still working at rectifying these difficulties and anticipate having a temporary site posted in March 2008.

Our website address on the Internet at www.medi-flow.com

Website Hosting Plan

Our website will be hosted by Network Solutions and will be charging us approximately $15 per month to host our website. Over the next twelve months the cost of hosting our website will be $180

Marketing Plan

We plan to undertake the development of a logo and other art

and to develop a look and feel for our brochures and web site and

that we will incorporate into an advertising and marketing campaign.  We anticipate that initial marketing expenses, including travel for the first year will be approximately $75,000.  We anticipate that the marketing materials and campaign would be designed by an outside marketing consulting firm.

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Accounting and Audit Plan

We intend to continue to have our outside consultant assist in the preparation of our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor. Our outside consultant charges us $1,000 to assist in the preparation of our quarterly financial statements and $2,500 to assist in the preparation of our annual financial statements. Our independent auditor charges us approximately $2,500 to review our quarterly financial statements and approximately $7,500 to audit our annual financial statements. In the next twelve months, we anticipate spending approximately $18,500 to pay for our accounting and audit requirements.

SEC Filing Plan

We have become a reporting company in 2007. Our SB-2 was declared effective on June 8, 2007. This means that we will file documents with the US Securities and Exchange Commission on a quarterly basis. We expect to incur filing costs of approximately $650 per quarter to support our quarterly and annual filings. In the next twelve months, we anticipate spending approximately $5,000 for legal costs to pay for three quarterly filings, one annual filing.

Currently, we do not have any financing arrangements in place and there is no assurance that we will be able to achieve sufficient financing required to proceed with our plan of operation. If we do not obtain the necessary financing, then our plan of operation will be scaled back according to the amount of funds available. Our inability to raise the necessary financing may restrict our ability to complete product development and market our product.

RESULTS OF OPERATIONS first Quarter Summary

3 Months Ended March 31
	2009	2008
Revenue	$Nil	$Nil
Expenses	$(6,669)	$(2,269)
Net Income (Loss)	$(6,669)	$(2,269)

 

Revenues

We have not earned any revenue to date and we do not anticipate earning revenue until we have completed commercial development and upgrades of our Mediflow software program. We are presently in the development stage of our business and we can provide no assurance that we will be able to complete commercial development or successfully sell or license products incorporating our Mediflow software program, once development upgrades are complete.

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Operating Costs and Expenses

We incurred expenses of $6,669 during the three-month period ended March 31, 2009, an increase of $4,400 over the same period ended March 31, 2008 This increase is primarily the result of professional fees associated with being a reporting issuer.

In accordance with SEC Staff Accounting Bulletin Topics 1:B and 5:T, we are required to report all costs of conducting our business.. For the nine months ended March 31, 2009, we recorded contributed executive services expenses of $.0 of services that were provided to us without charge.

Subject to our ability to obtain additional financing, of which there is no assurance, we expect that our product and business development activities will continue to increase over the course of the current fiscal year. As such, we expect that our operating expenses will also continue to increase at a significant rate .

We anticipate our operating expenses will increase as we undertake our plan of operations and continue to implement our business plan. The increase will be attributable to increased product and business development activities and the professional fees associated with complying with our reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”).

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
	March 31, 2009	June  30, 2008
Current Assets	$18,345	$41,994
Current Liabilities	$ 4,000	$  7,500
Working Capital (Deficit)	$14,345	$34,494
Cash Flows
Nine Months Ended March 31
2009 2008
Cash Flows from (used in) Operating Activities $(23,649) (7,996)
Cash Flows from (used in) Investing Activities -- --
Cash Flows from (used in) Financing Activities -- --
Net Increase (decrease) in Cash During Period $(23,649) (7,996)

The decrease in our working capital deficit at March 31, 2009 as compared to our fiscal year ended June 30, 2008 is primarily a result of the fact that we had no sources of revenue and limited sources of financing during the period. As a result, we were required to use existing cash reserves in order to meet our obligations during the period. As of March 31, 2009, the date of our most recently available financial statements, we had cash on hand of $18345.  Since our inception, we have used sales of our common stock to raise money for our operations and for our acquisition. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.

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We anticipate spending approximately $355,000 over the next twelve months in pursuing our plan of operation. This amount is in excess of our current working capital reserves and we have not earned any revenues to date and do not anticipate earning revenues until we have completed commercial development of our product. Accordingly, we will require additional financing in order to fund our plan of operation. We anticipate that any additional financing will likely be in the form of equity financing as substantial debt financing will not be as available at this stage of our business.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

The financial statements presented with this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information.

These financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at March 31, 2009 and for all periods presented in the attached financial statements, have been included. Interim results for the three-month period ended March 31, 2009 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the consolidated financial statements included with this Quarterly Report on Form 10-Q.

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 amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

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Foreign Currency Translation

Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at transaction dates. Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date. Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date. Gains and losses from restatement of foreign currency monetary assets and liabilities are included in the statements of operations. Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in the statement of operations .

Contributed Executive Services

Pursuant to SAB topic 1:B(1) and the last paragraph of SAB 5:T, we are required to report all costs of conducting our business. Accordingly, we record the fair value of contributed executive services provided to us at no cost as compensation expense, with a corresponding increase to additional paid-in capital, in the year which the services are provided.

RISK FACTORS

Need For Financing

We do not currently have the financial resources to complete our plan of operation for the next twelve months. We anticipate that we will require financing in the amount of $355,000 in order to fund our plan of operation over the next twelve months. We presently do not have any financing arrangements in place and there is no assurance that we will be able to obtain sufficient financing on terms acceptable to us or at all. If further financing is not available or obtainable, our ability to meet our financial obligations and pursue our plan of operation will be substantially limited and investors may lose a substantial portion or all of their investment.

Limited Operating History, Risks Of A New Business Venture

We were incorporated on April 14, 2004 and, prior to our acquisition of Mediflow, we had been involved primarily in organizational activities and in seeking business opportunities and products. We have not earned any revenues to date.

Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The potential for future success must be considered in light of the problems, expenses, difficulties complications and delays encountered in connection with the development of a business in the area in which we intend to operate and in connection with the formation and commencement of operations of a new business in general. These include, but are not limited to, unanticipated problems relating to research and development programs, marketing, approvals by government agencies, competition and additional costs and expenses that may exceed current estimates. There is no history upon which to base any assumption as to the likelihood that our business will prove successful, and there can be no assurance that we will generate any operating revenues or ever achieve profitable operations.

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Our Business Operations, Assets and Personnel Are Located Outside The United States

Although we are incorporated in the United States, all of our current operating activities are conducted in, and all of our assets and personnel are located in, Canada. As such, investors in our securities may experience difficulty in enforcing judgments or liabilities against the Company or our personnel under United States securities laws.

Our corporate headquarters are located at 16 Midlake Boulevard, Suite 312 SE Calgary Alberta, Canada As we are a Nevada corporation, we are required to maintain a resident agent in the State of Nevada for the purpose of receiving service of process. Under Section 78.090 of the Nevada Revised Statutes, all legal process and any demand or notice authorized by law to be served upon the Company may be served upon our resident agent in Nevada. Our resident agent for this purpose is Nevada Agency and Trust 50 West Liberty Street, Suite 880 Reno Nevada 89501.

As a Nevada corporation, we are subject to the laws of the United States, including the federal securities laws of the United States, and to the jurisdiction of United States courts. As such, investors may bring proceedings against us, and enforce judgments obtained against us, in United States courts.

Generally, original actions to enforce liabilities under United States federal securities laws may not be brought in a Canadian court. Such actions must be brought in a court in the United States with applicable jurisdiction. Persons obtaining judgments against us in United States courts, including judgments obtained under United States federal securities laws, will then be required to bring an application in a Canadian court to enforce such judgments in Canada.

Competition Is Intense And We May Be Unable To Achieve Market Acceptance

The business environment in which we intend to operate is highly competitive. Currently, there exists a number of software products similar to ours and we expect to experience competition from a number of established companies involved in the software development industry. Certain of our potential competitors will have greater technical, financial, marketing, sales and other resources than us.

In addition, while the software development industry is a mature one, we are unable to provide assurances that our target customers and markets will accept our technologies or will purchase our products and services in sufficient quantities to achieve profitability. If a significant market fails to develop or develops more slowly than we anticipate, we may be unable to recover the losses incurred to develop products and we may be unable to meet our operational expenses. Acceptance of our products by companies and other organizations will depend upon a number of factors, including the cost competitiveness of our products, customer reluctance to try new products or services, or the emergence of more competitive or effective products.

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Rapid Technological Changes Could Make Our Product Obsolete

The software development industry is characterized by rapid technological change and intense competition. New technologies, products and industry standards will develop at a rapid pace which could make our planned products obsolete. Our future success will depend upon our ability to develop and introduce product enhancements to address the needs of customers. Material delays in introducing product enhancements may cause customers to forego purchases of our product and purchase those of competitors.

Dependence On Key Personnel

Our success will largely depend on the performance of our directors and officers and our key consultants. Our success will also depend on our ability to attract and retain highly skilled technical, research, management, regulatory compliance, sales and marketing personnel. Competition for such personnel is intense. The loss of the services of such personnel or the inability to attract and retain other key personnel could impair the development of our business, operating results and financial condition.

ITEM 3 .                CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are, as of the date covered by this Quarterly Report, effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Changes in Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls during our last fiscal quarter, our principal executive officer and principal financial officer has determined that there have been no changes to our internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.                LEGAL PROCEEDINGS.

None.

ITEM 2.               UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.                DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.                OTHER INFORMATION. Other Events

None

ITEM 6.                EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit Number

 

Description of Exhibit

   

 

 

       31.1

 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

     32.1

 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     

REPORTS ON FORM 8-K

The Company did not file any Current Reports on Form 8-K during the fiscal quarter ended March 31, 2009,

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

  

  

(QV) QUANTUM VENTURES, INC.

  

  

  

  

  

  

  

  

Date: May 20, 2009                       

By: /s/       Desmond Ross                                    

  

  

  

Desmond Ross

  

  

  

Chief Executive Officer, Chief Financial Officer

  

  

  

President, Director (Principal Executive Officer

  

  

  

and Principal Accounting Officer)