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 September 30, 2010

                                       or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           For the transition period from ___________ to ___________.

                        Commission File Number 000-52767


                                  SUNERGY, INC.
             (Exact name of registrant as specified in its charter)

             Nevada                                              26-4828510
  (State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                            Identification No.)

14362 N. Frank Lloyd Wright Blvd., Suite 1000, Scottsdale, AZ      85260
        (Address of principal executive offices)                 (Zip Code)

                                  480.477.5810
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (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 [X] NO

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

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [ ] YES [X] NO

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 1,272,257,840 common shares
issued and outstanding as June 4, 2011
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The interim financial statements included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments that are necessary for a fair presentation of our financial position
and the results of our operations for the interim periods presented. Because of
the nature of our business, the results of operations for the quarterly period
ended September 30, 2010 are not necessarily indicative of the results that may
be expected for the full fiscal year.

                                       2
<PAGE>
                                  SUNERGY, INC.
                         (An Exploration Stage Company)

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                    September 30,          December 31,
                                                                        2010                   2009
                                                                    ------------           ------------
                                                                    (unaudited)              (audited)
<S>                                                                 <C>                    <C>
                                     ASSETS

Current assets
  Cash and cash equivalents                                         $         32           $         54
  Prepaid expense-stock related                                               --                 50,000
                                                                    ------------           ------------
      Total current assets                                                    32                 50,054

Long term assets
  Mineral properties                                                   1,000,000              1,000,000
                                                                    ------------           ------------

      Total assets                                                  $  1,000,032           $  1,050,054
                                                                    ============           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities                          $     29,625           $     31,222
  Accruals - Related party                                                24,361                 93,859
  Operational advances - Related party                                    62,529                 22,950
  Notes payable                                                               --                237,500
  Notes payable - Related party                                               --                250,000
                                                                    ------------           ------------
      Total current liabilities                                          116,515                635,531
                                                                    ------------           ------------
      Total liabilities                                                  116,515                635,531

Stockholders' equity
  Common stock, authorized
   3,750,000,000 shares, par value $0.001,
   issued and outstanding on September 30, 2010
   and December 31, 2009 is 946,197,880
   and 537,975,000, respectively                                         946,198                537,975
  Additional paid in capital                                           3,056,071                440,283
  Subscriptions payable (Note 5)                                              --                143,400
  Accumulated deficit during exploration stage                        (3,118,752)              (707,135)
                                                                    ------------           ------------
      Total stockholders' equity                                         883,517                414,523
                                                                    ------------           ------------

      Total liabilities and stockholders' equity                    $  1,000,032           $  1,050,054
                                                                    ============           ============
</TABLE>


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

                                       3
<PAGE>
                                  SUNERGY, INC.
                         (An Exploration Stage Company)

                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                             From Inception
                                                                                                           (January 28, 2003)
                                                Three Months Ended               Nine Months Ended                 to
                                                   September 30,                    September 30,             September 30,
                                               2010             2009            2010             2009             2010
                                           -------------    -------------   -------------    -------------    -------------
<S>                                        <C>              <C>             <C>              <C>              <C>
Revenue                                    $          --    $          --   $          --    $          --    $          --
                                           -------------    -------------   -------------    -------------    -------------

Operating expenses
  General and administrative                       8,428            8,156          16,831           12,574           70,327
  General and administrative-related party        27,364               --          48,287               --           48,286
  Management salary                              186,000           12,000         347,500           39,000          500,500
  Rent-related party                                  --            2,205              --            6,085           37,500
  Accounting and audit fees                           --            8,266              --           25,438           97,131
  Legal fees                                          --            2,980              --           16,696           52,876
  Consulting fees                                 23,750           94,000          73,750          194,000          320,185
  Exploration costs                                6,861               --          23,861              933           62,481
                                           -------------    -------------   -------------    -------------    -------------
Total expenses                                   252,403          127,607         510,229          294,726        1,189,286
                                           -------------    -------------   -------------    -------------    -------------
Net loss from operations                        (252,403)        (127,607)       (510,229)        (294,726)      (1,189,286)

Other expenses
  Interest expense-Related party              (1,252,388)          (5,000)     (1,901,388)         (15,000)      (1,929,466)
                                           -------------    -------------   -------------    -------------    -------------
Total expenses                                (1,252,388)          (5,000)     (1,901,388)         (15,000)      (1,929,466)
                                           -------------    -------------   -------------    -------------    -------------

Net loss                                   $  (1,504,791)   $    (132,607)  $  (2,411,617)   $    (309,726)   $  (3,118,752)
                                           =============    =============   =============    =============    =============

Basic loss per share                       $       (0.00)   $       (0.00)  $       (0.00)   $       (0.00)
                                           -------------    -------------   -------------    -------------
Basic weighted average number of shares      826,440,627      537,975,000     648,078,197      536,483,000
                                           -------------    -------------   -------------    -------------
</TABLE>


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

                                       4
<PAGE>
                                  SUNERGY, INC.
                         (An Exploration Stage Company)

                        Statement of Stockholders' Equity
                   From Inception (28-Jan-2003) to 30-Sep-2010

<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                 Accumulated
                                                 Common Stock                                    During the
                                             --------------------      Paid in   Subscriptions   Exploration       Total
                                             Shares        Amount      Capital     Receivable       Stage          Equity
                                             ------        ------      -------     ----------       -----          ------
<S>                                      <C>            <C>            <C>        <C>           <C>            <C>
BALANCE AT INCEPTION, JANUARY 28, 2003             --     $     --    $       --    $      --     $        --     $      --
Common shares issued for cash             500,000,000      500,000      (490,000)          --              --         10,000
Common shares issued for cash               6,975,000        6,975         6,975           --              --         13,950
Net loss                                                                                              (30,313)       (30,313)
                                         ------------     --------    ----------    ---------     -----------     ----------
BALANCE, DECEMBER 31, 2003                506,975,000      506,975      (483,025)          --         (30,313)        (6,363)
Contributed capital                                --           --           401           --               --           401
Net loss                                                                                              (41,362)       (41,362)
                                         ------------     --------    ----------    ---------     -----------     ----------
BALANCE, DECEMBER 31, 2004                506,975,000      506,975      (482,624)          --         (71,675)       (47,324)
Contributed capital                                --           --           938           --              --            938
Net loss                                                                                              (26,093)       (26,093)
                                         ------------     --------    ----------    ---------     -----------     ----------
BALANCE, DECEMBER 31, 2005                506,975,000      506,975      (481,686)          --         (97,768)       (72,479)
Contributed capital                                --           --         1,959           --              --          1,959
Net loss                                                                                              (39,746)       (39,746)
                                         ------------     --------    ----------    ---------     -----------     ----------
BALANCE, DECEMBER 31, 2006                506,975,000      506,975      (479,727)          --        (137,514)      (110,266)
Net loss                                                                                              (55,103)       (55,103)
                                         ------------     --------    ----------    ---------     -----------     ----------
BALANCE, DECEMBER 31, 2007                506,975,000      506,975      (479,727)          --        (192,617)      (165,369)
Common shares issued for cash               6,000,000        6,000       144,000           --              --        150,000
Common shares issued to acquire
 mineral property                          20,000,000       20,000       480,000           --              --        500,000
Common shares subscribed                           --           --            --        5,000              --          5,000
Net loss                                                                                              (98,445)       (98,445)
                                         ------------     --------    ----------    ---------     -----------     ----------
BALANCE, DECEMBER 31, 2008                532,975,000      532,975       144,273        5,000        (291,062)       391,186
</TABLE>


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

                                       5
<PAGE>
                                  SUNERGY, INC.
                         (An Exploration Stage Company)

                  Statement of Stockholders' Equity (Continued)
                   From Inception (28-Jan-2003) to 30-Sep-2010

<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                 Accumulated
                                                 Common Stock                                    During the
                                             --------------------      Paid in   Subscriptions   Exploration       Total
                                             Shares        Amount      Capital     Receivable       Stage          Equity
                                             ------        ------      -------     ----------       -----          ------
<S>                                      <C>            <C>            <C>        <C>           <C>            <C>
Common shares subscribed                           --           --            --      138,400              --        138,400
Common shares issued for services           5,000,000        5,000       295,000           --              --        300,000
Contributed capital                                --           --         1,010           --              --          1,010
Net loss                                                                                             (416,073)      (416,073)
                                         ------------     --------    ----------    ---------     -----------     ----------
BALANCE, DECEMBER 31, 2009                537,975,000      537,975       440,283      143,400        (707,135)       414,523
Contributed capital                                --           --         8,960           --              --          8,960
Common shares issued for services          20,000,000       20,000       110,000           --              --        130,000
Common shares issued to settle debt        75,000,000       75,000       357,500           --              --        432,500
Common shares issued to settle debt       150,000,000      150,000       574,000           --              --        724,000
Common shares issued for subscriptions     40,992,880       40,993       102,407     (143,400)             --             --
Common shares issued for services          25,000,000       25,000       142,500           --              --        167,500
Common shares issued to settle debt        39,980,000       39,980       531,870           --              --        571,850
Common shares issued to settle debt        14,700,000       14,700       201,390           --              --        216,090
Common shares issued to settle debt        17,650,000       17,650       241,800           --              --        259,450
Common shares issued for services          10,800,000       10,800       147,961           --              --        158,761
Common shares issued to settle debt        14,100,000       14,100       197,400           --              --        211,500
Net loss                                                                                           (2,411,617)    (2,411,617)
                                         ------------     --------    ----------    ---------     -----------     ----------
BALANCE, SEPTEMBER 30,
 2010 (UNAUDITED)                         946,197,880     $946,198    $3,056,071    $      --     $(3,118,752)    $  883,517
                                         ============     ========    ==========    =========     ===========     ==========
</TABLE>


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

                                       6
<PAGE>
                                  SUNERGY, INC.
                         (An Exploration Stage Company)

                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                       From Inception
                                                                          Nine Months Ended         January 28, 2003 to
                                                                            September 30,               September 30,
                                                                      2010               2009               2010
                                                                  ------------       ------------       ------------
<S>                                                               <C>                <C>                <C>
Operating Activities
  Net loss                                                        $ (2,411,617)      $   (309,726)      $ (3,118,752)
  Adjustments to reconcile net loss to cash:
    Prepaid expenses-stock related                                      50,000            175,000                 --
    Stock issued for services                                          456,261                 --            756,261
    Stock issued to acquire mineral property                                --                 --            500,000
    Interest paid with stock on debt settlement                      1,760,988                 --          1,760,988
  Changes in assets and liabilities
    Increase/(decrease) in accounts payable and accruals                22,335             47,679             53,557
    Increase/(decrease) in related party liabilities                    48,482                 --            142,341
                                                                  ------------       ------------       ------------
           Net cash provided by (used in) operating activities         (73,551)           (87,047)            94,395
                                                                  ------------       ------------       ------------
Investment Activities
  Acquisition of mineral property                                           --                 --         (1,000,000)
                                                                  ------------       ------------       ------------
           Cash used by investment activities                               --                 --         (1,000,000)
                                                                  ------------       ------------       ------------
Financing Activities
  Proceeds from sale of common stock                                        --                 --            317,350
  Subscriptions received                                                    --             56,700                 --
  Operational advances                                                  64,569             30,219             87,519
  Note payable                                                              --                 --            237,500
  Note payable-Related party                                                --                 --            250,000
  Contributed capital                                                    8,960                 --             13,268
                                                                  ------------       ------------       ------------
           Cash provided by financing activities                        73,529             86,919            905,637
                                                                  ------------       ------------       ------------
Net increase/(decrease) in cash                                            (22)              (128)                32
Cash and cash equivalents, beginning of period                              54                648                 --
                                                                  ------------       ------------       ------------

Cash and cash equivalents, end of period                          $         32       $        520       $         32
                                                                  ============       ============       ============
Supplemental disclosure cash flows for:
  Interest                                                        $         --       $         --       $         --
                                                                  ------------       ------------       ------------
  Income taxes                                                    $         --       $         --       $         --
                                                                  ------------       ------------       ------------
Supplemental disclosure of non-cash financing:
  Stock issued for services                                       $    456,261       $         --       $    756,261
                                                                  ------------       ------------       ------------
  Stock issued to settle debt                                     $    654,402       $         --       $    654,402
                                                                  ------------       ------------       ------------
  Stock issued to acquire mineral property                        $         --       $         --       $    500,000
                                                                  ------------       ------------       ------------
</TABLE>


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

                                       7
<PAGE>
                                  SUNERGY, Inc.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1. GENERAL ORGANIZATION AND BUSINESS

SUNERGY,  Inc. (The Company) was organized in the state of Nevada on January 28,
2003 and is an exploration phase mineral and mining company.

The Company has mineral  properties located in the Republic of Ghana and has not
yet determined  whether these properties  contain reserves that are economically
recoverable.  The  recoverability  of  amounts  from  these  properties  will be
dependent upon the discovery of economically recoverable reserves,  confirmation
of the  Company's  interest  in the  underlying  properties,  the ability of the
Company to obtain  necessary  financing to satisfy the expenditure  requirements
under the property  agreements to complete the development of the properties and
upon future profitable production or proceeds for the sale thereof.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which  in the  opinion  of  management,  are  necessary  for  fair
presentation of the information  contained  therein.  It is suggested that these
interim  financial   statements  be  read  in  conjunction  with  the  financial
statements of the Company for the year ended December 31, 2009 and notes thereto
included in the  Company's  10-K annual report and all  amendments.  The Company
follows the same accounting policies in the preparation of interim reports.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The relevant accounting policies and procedures are listed below.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in banks and financial  instruments which
mature within three months of the date of purchase.

RECLASSIFICATION

Certain   reclassifications  have  been  made  to  the  prior  years'  financial
statements to conform to the current year presentation.  These reclassifications
had no effect on previously reported results of operations or retained earnings.
The Company reclassified pre-paid expenses-stock related from the equity section
of the balance sheet to the current assets section.

CASH BALANCES

The Company  maintains its cash in  institutions  insured by the Federal Deposit
Insurance  Corporation  (FDIC). On July 21, 2010  FDIC-insured  institutions are
permanently  insured up to at least $250,000 per depositor.  On January 1, 2010,
FDIC deposit insurance for all deposit accounts,  except for certain  retirement
accounts, will return to at least $100,000 per depositor. Insurance coverage for
certain retirement accounts, which include all IRA deposit accounts, will remain
at $250,000 per depositor.

                                       8
<PAGE>
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONT.)

ACCOUNTING BASIS

The statements were prepared following generally accepted accounting  principles
of the United  States of America.  The Company  operates on a December 31 fiscal
year end.

REVENUE RECOGNITION

Revenues from services are  recognized  when there is persuasive  evidence of an
arrangement,  the fee is fixed or  determinable,  services  have been  rendered,
payment has been  contractually  earned and it is  reasonably  assured  that the
related receivable or unbilled revenue is collectable.

EARNINGS PER SHARE

Basic  earnings  per share  excludes  dilution  and is computed by dividing  net
income (loss) by the weighted-average  common shares outstanding for the period.
Diluted  earnings per share reflects the potential  dilution that could occur if
securities or other  contracts to issue common stock were exercised or converted
into common  stock or resulted in the  issuance of common stock that then shared
in the earnings of the entity. Currently the Company has no potentially dilutive
securities.

DIVIDENDS

The Company has not yet adopted any policy  regarding  payment of dividends.  No
dividends have been paid during the periods shown.

USE OF ESTIMATES

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

INCOME TAXES

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets,  including tax loss and credit  carryforwards,  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered  or settled.  The effect on deferred tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment  date.  Deferred  income tax expense  represents the change during the
period in the deferred tax assets and deferred tax  liabilities.  The components
of the  deferred  tax assets and  liabilities  are  individually  classified  as
current and non-current based on their characteristics.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,  it is more
likely than not that some  portion or all of the deferred tax assets will not be
realized.

STOCK BASED COMPENSATION

The Company has on occasion  issued stock in lieu of cash to various vendors for
services  rendered.  In so doing the  Company  issued  the  stock at fair  value
defined as the current market value.

                                       9
<PAGE>
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONT.)

EXPLORATION STAGE COMPANY

The Company complies with Accounting Standards  Codification (ASC) Topic 915 and
for its  characterization  of the  Company  as  exploration  stage.  All  losses
accumulated  since  inception  has  been  considered  as part  of the  Company's
exploration stage activities.

The  Company  is  subject  to several  categories  of risk  associated  with its
exploration   stage  activities.   Mineral   exploration  and  production  is  a
speculative business, and involves a high degree of risk. Among the factors that
have a direct bearing on the Company's  prospects are uncertainties  inherent in
estimating  mineral  deposits,   future  mining  production,   and  cash  flows,
particularly  with  respect to  properties  that have not been fully proven with
economic mineral reserves; access to additional capital; changes in the price of
the underlying commodity;  availability and cost of services and equipment;  and
the presence of competitors with greater financial resources and capacity.

MINERAL PROPERTY COSTS

Mineral property  exploration  costs are expensed as incurred.  Mineral property
acquisition costs are initially capitalized when incurred.  The Company assesses
the carrying  costs for  impairment at each fiscal quarter end. When it has been
determined that a mineral property can be economically  developed as a result of
establishing  proven and probable  reserves,  the costs then incurred to develop
such  property,  are  capitalized.  Such  costs  will  be  amortized  using  the
units-of-production  method over the estimated life of the probable reserve.  If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.

ENVIRONMENTAL COSTS

Environmental  expenditures  that relate to current  operations  are expensed or
capitalized as appropriate.  Expenditures  that relate to an existing  condition
caused by past  operations,  and which do not  contribute  to  current or future
revenue  generation,  are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or the Company's commitments to plan of action
based on the then known facts.

ASSET RETIREMENT OBLIGATION

The Company records asset retirement obligations as a liability in the period in
which a legal obligation  associated with the retirement of tangible  long-lived
assets result from the acquisition,  construction, development and/or normal use
of the assets.  As of September  30, 2010,  the Company had not  undertaken  any
drilling activity on its properties and had not incurred significant reclamation
obligations.  Consequently  no asset  retirement  obligation  was accrued in the
financial  statements for the nine months ended  September 30, 2010 and the year
ended December 31, 2009.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews the  recoverability of its long-lived assets whenever events
or changes in circumstances indicate that the carrying amount of such assets may
not be recoverable.  The estimated future cash flows are based upon, among other
things,  assumptions  about future  operating  performance,  and may differ from
actual cash flows.  Long-lived  assets evaluated for impairment are grouped with
other assets to the lowest level for which  identifiable  cash flows are largely
independent of the cash flows of other groups of assets and liabilities.  If the
sum of the projected undiscounted cash flows

                                       10
<PAGE>
IMPAIRMENT OF LONG-LIVED ASSETS-CONT.

(excluding  interest) is less than the carrying value of the assets,  the assets
will be  written  down to the  estimated  fair  value in the period in which the
determination is made.  During the quarter ended September 30, 2010 and the year
ended December 31, 2009 no impairment was recorded.

RECENT ACCOUNTING GUIDANCE NOT YET ADOPTED

In January 2010, the FASB issued  guidance to amend the disclosure  requirements
related to recurring  and  nonrecurring  fair value  measurements.  The guidance
requires new  disclosures  on the  transfers of assets and  liabilities  between
Level 1 (quoted prices in active market for identical assets or liabilities) and
Level 2  (significant  other  observable  inputs) of the fair value  measurement
hierarchy, including the reasons and the timing of the transfers.  Additionally,
the  guidance  requires  a roll  forward  of  activities  on  purchases,  sales,
issuance,   and  settlements  of  the  assets  and  liabilities  measured  using
significant unobservable inputs (Level 3 fair value measurements).  The guidance
will become  effective for us with the  reporting  period  beginning  January 1,
2010, except for the disclosure on the roll forward  activities for Level 3 fair
value measurements, which will become effective for us with the reporting period
beginning July 1, 2011. Other than requiring additional disclosures, adoption of
this new guidance will not have a material impact on our financial statements.

The Company has reviewed other recently  issued  accounting  pronouncements  and
believe none will have any material impact on our financial statements.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern,  which contemplates the realization of
assets and the  liquidation  of  liabilities  in the normal  course of business.
However, the Company has accumulated a loss of $3,118,752 during its exploration
stage. This raises  substantial doubt about the Company's ability to continue as
a going concern.  The financial  statements do not include any adjustments  that
might result from this uncertainty.

MANAGEMENTS' PLAN

Management  has  no  formal  plan  in  place  to  address  this  concern  but is
considering  obtaining additional funds by debt financing to the extent there is
a shortfall  from  operations.  Management  continues  to seek  funding from its
shareholders  and other qualified  investors to pursue its business plan however
there is no assurance  that such activity will generate the necessary  funds for
operations.

NOTE 4. MINERAL PROPERTIES

HUMMINGBIRD CLAIM

On April 10, 2003,  the Company  executed a mineral  property  staking and sales
agreement and acquired an 100% undivided right, title and interest in and to the
Hummingbird  Claims  located in the province of British  Columbia,  Canada.  The
Company incurred exploration costs of $933 and $1,834 respectively for the years
ended  December  31, 2009 and 2008 and  inception to date  exploration  costs of
$13,872 on the Hummingbird  Claims.  As of June 30, 2009, the Company decided to
abandon the Hummingbird Claims and the asset was fully impaired.

                                       11
<PAGE>
NOTE 4. MINERAL PROPERTIES (CONT.)

NYINAHIN MINING CONCESSION

On October 31, 2008 and amended by  agreement  on December 5, 2008,  the Company
executed a mining  acquisition  agreement  and  acquired  an 100%  interest in a
mineral concession located in the Ashanti region of Ghana, known as the Nyinahin
concession. Agreed to consideration consisted of the following:

1. $500,000 to be paid within 5 days of the effective date of the agreement.

     *    $12,500 by November 5, 2008; (paid by issuance of a promissory note)

     *    $37,500 by December 31, 2008; (paid by issuance of a promissory note)

     *    $200,000 by December 31, 2008; (paid by issuance of a promissory note)

     *    $250,000 by April 30, 2009; (paid $12,500)

2. 20,000,000  restricted shares of common stock of the Company valued at $0.025
per share (based upon the price per share received on a private placement around
the time of this agreement) for a total of $500,000.

On December 30, 2008, the Company  entered into a promissory  note in the amount
of $250,000  with a  shareholder  of the Company (see Note 6) who  satisfied the
Company's  aggregate  consideration  of $250,000  that were due by December  31,
2008.

During the year ended  December 31, 2008, the Company paid $12,500 to the holder
of the  Nyinahin  Mining  Concession  which was  credited  toward  the  $250,000
obligation due on April 30, 2009.

On July 30,  2009,  the Company  entered  into an  agreement to settle the final
payment balance of $237,500.  The holder agreed to receive 20,000,000 restricted
shares of common stock valued at $0.0125 per share or $250,000 in settlement and
the previous $12,500 payment recorded as interest expense for late payment.  The
common  stock was not issued in a timely  fashion  and  subsequently  the holder
assigned the debt. The Company has settled with the assignees.

The vendor shall retain a 5% Net Smelter Return on the Property.

NOTE 5. STOCKHOLDERS' EQUITY

COMMON STOCK

The Company originally  authorized 75,000,000 shares of common stock at a $0.001
par value and on September 16, 2006 executed a 5:1 forward stock split  bringing
the authorized common shares to 375,000,000 with a par value of $0.001 per share
and the issued and  outstanding  shares as of September 16, 2006 from 10,139,500
to  50,697,500  shares.  On August 17, 2010 the Company  executed a 10:1 forward
stock split bring the authorized  common shares to 3,750,000,000  and the issued
and outstanding  shares from 94,619,788 to 946,197,880  shares. The stock splits
are retroactively applied to these financial statements resulting in an increase
in the number of shares outstanding and a decrease in issued price per share.

All shares  issued for  services  are valued at fair value  which is the current
market price on the day shares are authorized to be issued.

                                       12
<PAGE>
NOTE 5. STOCKHOLDERS' EQUITY (CONT.)

COMMON STOCK-CONT.

A summary of shares issued follows:

     *    On January 31, 2003, the Company issued  500,000,000  common shares to
          the founders for $10,000 cash.

     *    On September 22, 2003, the Company issued  6,975,000 common shares for
          $13,950 cash.

     *    On October 10, 2008, the Company issued  6,000,000  common shares plus
          an equal number of two-year detachable warrants  exercisable at $0.025
          per share in a private placement for $150,000 or $0.025 per share.

     *    On December 10, 2008,  the Company  issued  20,000,000  common  shares
          valued at $0.025  per share or  $500,000  as partial  payment  for the
          acquisition of the Nyinahin Mining Concession.

     *    On March 23, 2009, the Company issued  5,000,000  common shares valued
          at $0.06 per share or $300,000  for one year  consulting  services and
          recorded as prepaid expense.

     *    On June 3, 2010,  the Company issued  20,000,000  common shares to its
          officers  for  $18,000 of  executive  services.  The fair value of the
          shares on the date of issuance was $130,000

     *    On June 3, 2010,  the Company issued  75,000,000  common shares valued
          $0.0035 per share or $262,500 in full  settlement  of a $250,000  note
          and $12,500 accumulated interest.  The fair value of the shares issued
          on the date of each individual  settlement was $432,500,  resulting in
          the  company  allocating  $250,000  to the note,  $12,500  to  accrued
          interest and $170,000 to interest expense.

     *    On June 3,  2010,  the  Company  issued  40,992,880  common  shares at
          $0.0035 per share for the $143,400 prepaid subscriptions.

     *    On July 30 2010, the Company issued 25,000,000 common shares at $0.009
          per share to its officers for  executive  services.  The fair value of
          the shares on the date of issuance was $167,500

     *    On August 2, 2010,  the Company  issued  39,980,000  common  shares at
          $0.017 per share to settle  $67,980  worth of debt.  The fair value of
          the shares on the date of issuance was $571,850 which was allocated as
          $67,980 to the debt and $503,870 to interest expense.

     *    On August 4, 2010,  the Company  issued  14,700,000  common  shares at
          $0.017  per share to settle  $24,990  in debt.  The fair  value of the
          shares on the date of issuance  was  $216,090  which was  allocated as
          $24,990 to the debt and $191,100 to interest expense.

     *    On August 11, 2010,  the Company  issued  17,650,000  common shares at
          $0.017  per share to settle  $30,000  in debt.  The fair  value of the
          shares on the date of issuance  was  $259,450  which was  allocated as
          $30,000 to the debt and $229,450 to interest expense.

     *    On August 13, 2010,  the Company issued  150,000,000  common shares at
          $0.0017 per share to settle  $255,000  in debt.  The fair value of the
          shares issued on the date of each  individual  settlement was $724,000
          resulting in the company  allocating  $237,500 to the note,  $7,500 to
          accrued interest and $479,000 to interest expense.

                                       13
<PAGE>
NOTE 5. STOCKHOLDERS' EQUITY (CONT.)

     *    On August 19, 2010,  the Company  issued  10,800,000  common shares at
          $0.017 per share for $18,361  executive  services with a fair value of
          $158,761.  Also the Company issued  14,100,000 common shares at $0.017
          per share to settle  $23,932 in debt.  The fair value of the shares on
          the dates of issuance was $211,500  which was  allocated as $23,932 to
          the debt and $187,568 to interest expense.

SUBSCRIPTIONS PAYABLE

As of March 30,  2009 the  Company  had  received  the benefit of either cash or
payment  of  outstanding  liabilities  with  aggregate  total of  $143,400  from
non-related  individuals as prepaid  subscriptions  for common stock. On June 3,
2010 40,992,880 common shares were issued to satisfy the subscriptions.

CONTRIBUTED CAPITAL

During the year ended 2003, an officer donated services valued at $401 which was
treated as contributed capital.

During the year ended 2004, an officer donated services valued at $938 which was
treated as contributed capital.

During the year ended 2005, an officer  donated  services valued at $1,959 which
was treated as contributed capital.

During the year ended 2009, an officer  donated  services valued at $1,010 which
was treated as contributed capital.

During the quarter  ended March 31, 2010,  an officer paid expenses on behalf of
the Company valued at $4,000 which was treated as contributed capital.

During the quarter  ended June 30, 2010,  an officer paid  expenses on behalf of
the Company valued at $4,960 which was treated as contributed capital.

OUTSTANDING WARRANTS

On October 20, 2008 the Company issued 6,000,000  two-year  detachable  warrants
exercisable  at $0.025 per share and  considered  the value of the warrants as a
stock issue cost netted against paid in capital.

Information relating to warrant activity during the reporting period follows:

                                                                 Weighted
                                                                 Average
                                                    Number of    Exercise
                                                     Warrants      Price
                                                     --------      -----

Warrants Outstanding at December 31, 2009            6,000,000    $ 0.025
  Plus:  Warrants Issued                                    --
  Less:  Warrants Exercised                                 --
  Less: Warrants Expired                                    --
                                                     ---------

Total Warrants outstanding at September 30, 2010     6,000,000
                                                     =========

On September 30, 2010 the Company had warrants  outstanding  for the purchase of
an aggregate of 6,000,000  shares of its common stock,  which are  summarized in
the table below:

                                       14
<PAGE>
           Warrants             Exercise           Expiration
         Outstanding             Price                Date
         -----------             -----                ----
          6,000,000             $ 0.025           10-Oct-2010

NOTE 6. RELATED PARTY TRANSACTIONS

ACCRUALS - RELATED PARTY

Related Party transactions include accruals of unpaid management and director
fees, rent for facility owned by a corporate officer, and interest accrued on
the note held by a shareholder. Summary of balances follow:

         Related Party-Accruals               30-Sep-10        31-Dec-09
         ----------------------               ---------        ---------
         Management & Director Fees            $24,361          $73,859
         Interest                                   --           20,000
                                               -------          -------

         Total Related Party Accruals          $24,361          $93,859
                                               =======          =======

OPERATIONAL ADVANCES - RELATED PARTY

Operational advances are short term, unsecured, non-interest bearing operational
advances  made by various  related  parties to maintain  day to day  operations.
Summary of balance follows:

                                              30-Sep-10        31-Dec-09
                                              ---------        ---------
          Operational Advances                $  62,529        $  22,950

NOTES PAYABLE - RELATED PARTY

On December 30, 2008, the Company  issued a promissory  note to a shareholder in
the amount of  $250,000  at 8% per annum with  principal  and  interest  due and
payable on December 31, 2009.  Proceeds of the note were used to make payment of
an  aggregate  of  $250,000  toward  the  acquisition  of  the  Nyinahin  Mining
Concession.

On August 3, 2009, the Company entered into a debt settlement agreement with the
shareholder to issue 21,000,000 common shares in full settlement of the $250,000
note including accrued  interest.  On June 3, 2010 the Company issued 75,000,000
common  shares  valued  $0.0035 per share or $262,500  in full  settlement  of a
$250,000 note and $12,500 accumulated interest.

NOTE 7. NOTES PAYABLE

NOTES PAYABLE

On July 30,  2009,  the Company  entered  into an  agreement to settle the final
payment balance of the Nyinahin  Mining  Concession  agreement of $237,500.  The
holder agreed to receive 20,000,000  restricted shares of common stock valued at
$0.0125 per share or $250,000 in  settlement  and the previous  $12,500  payment
recorded as interest expense for late payment.

On August 15, 2010 the Company issued  150,000,000  common shares at $0.0017 per
share or $255,000  total in  settlement  with the  assignees of the  outstanding
principal balance including accumulated  interest.  The fair value of the shares
issued on the date of each individual  settlement was $724,000  resulting in the
company allocating $237,500 to the note and $486,500 to interest expense.

                                       15
<PAGE>
NOTE 8. SUBEQUENT EVENTS

On October 18, 2010, the Company  entered into a membership  purchase  agreement
with Allied  Mining and Supply,  LLC for the  purchase of 100% of the issued and
outstanding  membership  interest of Allied Mining,  a Nevada Limited  Liability
Company, which owns the rights to Exploration License #EXPL 5/2009 on the 140 sq
km Pampana River concession in Sierra Leone, West Africa.

In  consideration  for the  purchase of the  membership  interests,  the Company
agreed to pay  $18,000  cash and issue  100,000,000  units at a deemed  price of
$0.0025 to Allied Mining.  Each unit consists of one share of restricted  stock,
one 12 month share purchase warrant  exercisable at $0.0025 per share and one 12
month share purchase warrant exercisable at $0.005 per share.

On  January  11,  2011,  the  Company  issued  125,400,000  units  in a  private
placement,  raising  gross  proceeds of $313,500 at $0.0025 per unit.  Each unit
consists of one share of common  stock and one 12 month share  purchase  warrant
exercisable at $0.005 per share

On January 11, 2011, the Company issued  89,659,960 units in  consideration  for
debt outstanding and for compensation to directors and advisory board members at
a deemed  price of $0.0025 per unit.  Each unit  consists of one share of common
stock and one 12 month share purchase  warrant  exercisable at $0.005 per share.
The total  compensation was $179,300 and  reimbursement  for expenses (debt) was
$44,850  for a total of  $224,150.  The fair value of this  transaction  will be
determined at a later date.

On January 11, 2011, the Company  authorized the issueance of 10,000,000  common
shares  (2,500,000  to each of four new board  members)  with a market  value of
$70,000. The shares were issued during February 2011.

On May 3,  2011,  the  Company  issued  1,000,000  common  shares as part of the
exercise of 1,000,000 warrants at $0.005 per share, for total cash consideration
of $5,000.

                                       16
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                           FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars. All references to "common stock" refer to
the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "our company" and
"Sunergy" mean Sunergy, Inc. and our wholly owned subsidiary, Allied Mining and
Supply, LLC, a Nevada limited liability company, unless otherwise stated.

HISTORICAL OVERVIEW

We were incorporated in the State of Nevada, USA, on January 28, 2003. We are an
exploration stage company engaged in the acquisition, exploration and
development of mineral properties with a view to exploiting any mineral deposits
we discover that demonstrate economic feasibility.

On October 31, 2008, we entered into an agreement with General Metals
Corporation for the acquisition of its 100% owned Nyinahin Mining Concession
located in Ghana, West Africa. The aggregate purchase price was to consist of
$500,000 payable cash and 2,000,000 restricted shares of our common stock valued
at $0.25 per share. On December 5, 2008, we amended the agreement with General
Metals Corporation to defer our payment obligations.

On December 30, 2008, a shareholder of our company, Global Partners LLC, agreed
to settle the initial payment of $250,000 payable under the agreement with
General Metals Corporation on our behalf. As a result of this, we entered into a
promissory note with Global Capital Partners LLC on December 30, 2008, wherein
we agreed to pay the principal amount of $250,000 including interest at a rate
of 8% per annum by December 31, 2009. As of December 31, 2008, we had paid an
additional $12,500 to General Metal Corporation toward the purchase of the
Nyinahin Mining Concession and issued 2,000,000 restricted shares of our common
stock at a fair market value of $0.25 per share.

     *    On July 30, 2009, we entered into a settlement agreement with General
          Metals Corporation in respect of the final balance of $237,500 payable
          for our acquisition of the Nyinahin Mining Concession. Pursuant to the
          settlement agreement, General Metals agreed to receive 20,000,000
          restricted shares of our common stock valued at $0.0125 per share or

                                       17
<PAGE>
          $250,000 in the aggregate as full and final consideration for our
          acquisition of the Nyinahin Mining Concession. However, we did not
          issue the 20,000,000 shares in a timely manner and subsequently, on
          June 3, 2010, we issued 75,000,000 common shares to General Metals
          Corporation valued $0.0035 per share ($262,500 in the aggregate) in
          full settlement of the acquisition of the Nyinahin Mining Concession.
          The fair value of the shares issued on the date of each individual
          settlement was $432,500, resulting in the Company allocating $250,000
          to the note and $182,500 to interest expense.

General Metals Corporation retains a 5% net smelter return on the property.

On August 15, 2010 we issued 150,000,000 common shares at $0.0017 per share or
$255,000 total in settlement with the assignees of the outstanding principal
balance including accumulated interest the fair value of the shares was
calculated as $724,000.

DEVELOPMENTS DURING AND SUBSEQUENT TO THE NINE MONTHS ENDED SEPTEMBER 30, 2010

On October 18, 2010, we entered into a membership purchase agreement with Allied
Mining and Supply, LLC for the purchase of 100% of the issued and outstanding
membership interest of Allied Mining, a Nevada Limited Liability company, which
owns the rights to Exploration License #EXPL 5/2009 on the 140 sq km Pampana
River concession in Sierra Leone, West Africa.

In consideration for the purchase of the membership interests, we agreed to pay
$18,000 cash and issue 100,000,000 units at a deemed price of $0.0025 to Allied
Mining. Each unit consists of one share of restricted stock, one 12 month share
purchase warrant exercisable at $0.0025 per share and one 12 month share
purchase warrant exercisable at $0.005 per share.

On January 11, 2011, we issued 125,400,000 units in a private placement, raising
gross proceeds of $313,500 at $0.0025 per unit. Each unit consists of one share
of common stock and one 12 month share purchase warrant exercisable at $0.005
per share

On January 11, 2011, we issued 89,659,960 units in consideration for debt
outstanding and for compensation to directors and advisory board members at a
deemed price of $0.0025 per unit. Each unit consists of one share of common
stock and one 12 month share purchase warrant exercisable at $0.005 per share.
The total compensation was $179,300 and reimbursement for expenses (debt) was
$44,850 for a total of $224,150. The fair value of this transaction will be
determined at a later date.

On January 11, 2011, we authorized the issuance of 10,000,000 common shares
(2,500,000 to each of four new board members) with a market value of $70,000.
The shares were issued during February 2011.

On May 3, 2011, we issued 1,000,000 common shares for the exercise of 1,000,000
warrants at $0.005 per share for total cash consideration of $5,000.

OUR CURRENT BUSINESS

We are an exploration stage mining company engaged in the exploration of
minerals on properties located in Ghana and Sierra Leone, West Africa.

                                       18
<PAGE>
NYINAHIN MINING CONCESSION - GHANA

The 150 square kilometer Nyinahin mining concession is located between two
geological gold belts, the Bibiani Belt to the west and the Asankrangwa to the
east. Our license allows for the exploration and mining of gold, silver, base
metals and diamonds. About 80% of the Nyinahin Concession lies to the west of
the Offin River within the Ashanti Region of Ghana. There are several historical
pits and adits with a strong clustering of artisan pits located along the Offin
River. Three old gold prospects exist on the concession. The property is
accessed via the main Kumasi-Bibiani trunk road. It falls under the jurisdiction
of the Atwima Mponua District Assembly with headquarters at Nyinahin.

The Nyinahin Mining Concession is comprised of the Nyinahin Mineral Licence LVB
8936/05 and Land Registry No. 1535/2005, and subsequently converted into a Full
Prospecting License (LVB 3857/08). The Concession is situated 20km northeast of
Bibiani and about 48km Southwest of Kumasi. The concession, which covers an
approximate area of 172 sq. km. has been reduced to 150 sq. km to conform to
statutory requirements regarding the maximum size for Prospecting Licenses by
the Minerals Commission of Ghana.

FUTURE EXPLORATION

We have designed a four-phased exploration program as detailed below:

We are committed in spending a total of US$286,000 over a two year period
depending on the type and size of any deposit to be discovered. This estimate
includes a 10% contingency cost. Phases II and III are contingent upon a
favorable result from earlier phases. We anticipate:

PHASES I AND II (DURATION 12 MONTHS - END OF FIRST YEAR)

PROPOSED EXPLORATION

     *    Geological Mapping
     *    Line Cutting
     *    Geochemical Soil Sampling
     *    Trenching
     *    Pitting
     *    Geophysical Investigation

The fieldwork will begin with preliminary geological mapping and documentation
to confirm the general structures and formations. A review of work done during
the reconnaissance licence period will also be carried out.

Line cutting will be carried out on known mineralized zones identified within
the concession at initial grid spacing of 800m. This will be in-filled with
lines spaced at 400m and 200m over selected grounds. It is expected that about
100km of lines will be cut in all. Geochemical soil-sampling program will be
conducted at an initial interval of 400 and in-filled at 100m and 50m along the
grid lines.

Trenching, the most cost effective exploration method available in locating
significant in-situ mineralization will be employed. Preliminary trenching based
on results of the geochemical soil sampling will be carried out. An estimated
800m of trenches will be excavated.

Pitting will be carried out at some soil location points along the proposed
mineralized trend where trenching is not merited. Areas without significant gold
values along the mineralized trend will also be pitted to check the possibility
of transported materials.

Geophysical methods (VLF-EM/SP) will be used to identify mineralized
zones/anomalies within the concession area. Other work to be tackled are
clarification of the general forms of the mineral deposits (or anomalies), the
size of the main ore bodies, their quality, mineralogy and technical problems
which will generally assist in the evaluation of the deposit.

Finally, other geological works will be carried out if considered necessary. It
is hoped that any geophysical work already conducted in the area by the

                                       19
<PAGE>
geological survey will help in the interpretation of the structural problems. At
the end of this phase, an internal report will be prepared. The report will form
the basis of the annual report and on which the detailed prospecting phase will
be projected and carried out as the next phase of the project.

PHASE III (DURATION UP TO 6 MONTHS - BEGINNING OF SECOND YEAR)

DETAILED PROSPECTING

     *    Geochemical Investigations
     *    Trenching and Pitting
     *    Structural Geological Mapping
     *    Assay
     *    Survey work

Geochemical samples will be taken along the geophysical traverses and analyzed
to cross check any prospects/anomalies picked up by the geophysics. All the
geochemical anomalies recorded will be "prioritized".

Detailed soil sampling at a closer grid system of 200 X 50m, and 100 X 25m will
be undertaken when it becomes necessary.

Trenching, pitting, sampling and structural geological mapping will be tightened
up. Any other geological work deemed necessary would also be carried out.

Assaying of all samples will be carried out locally in the first instance. Some
external cross checking of the assay values will also be made as and when
appropriate.

Survey work - all work from this stage will be performed on a surveyed grid
system. All trench locations from the previous phase and the subsequent ones
will be surveyed and put on plan and sections. This will enable a more effective
picture of the prospecting work to be viewed and interpreted.

Mineralogical and petrographical studies will be carried out.

A report will be prepared at the end of the period. This will involve project
appraisal and projections for the next phase of the prospecting program.

PHASE IV (DURATION UP TO 6 MONTHS - END OF SECOND YEAR)

TARGET DELINEATION AND RESOURCE ESTIMATION

     *    Trenching, Pitting and Sampling
     *    RC Drilling (1000m)
     *    Other Detailed Geological Work
     *    Geological Report.

Work will be concentrated in areas, which have shown positive results during the
previous phases and carried out according to the importance of the results.
Area(s), which could be mined first, will be prospected in more detail. The aim
will be to accurately define the geological structure, forms, attitude of the
ore bodies or the ore deposit.

Trenching will continue at an aggressive rate and at closer grid spacing than
before. Sampling, survey work and structural geological mapping of all
exploration work will be carried out.

RC drilling of the gold deposit for resource estimation will be carried out. It
is estimated that about 800m of RC drilling will be carried out.

Assay of all samples will be done locally and externally as and when necessary.

Resource estimation based on trench and RC drilling will be carried out.

Reserves estimation will be attempted at this stage to determine the extent of
the economic mineral potential of the concession area.

                                       20
<PAGE>
PAMPANA RIVER MINING CONCESSION - SIERRA LEONE

On October 18, 2010 we entered into a membership purchase agreement with Allied
Mining and Supply, LLC for the purchase of 100% of the issued and outstanding
membership interest of Allied Mining, a Nevada limited liability company, which
owns the rights to Exploration License #EXPL 5/2009 on the 140 sq km Pampana
River concession in Sierra Leone, West Africa. As a result of the transaction
Allied Mining became our wholly owned subsidiary.

Exploration Licence No. EXPL 5/2009 was issued to Allied Mining and Supply Ltd.
(AMS) on August 12, 2009 and is valid for a period of three years from the date
of issuance, subject to any renewals. The licence is located in the Kholifa
Rowalla, Kafe Simiria and Tane Chiefdoms in the Tonkolili District of the
Northern Province of Sierra Leone covering an area of 141.3 kms. The concession
is situated on the western fringes of the southern Sula Mountains greenstone
belt and for most of the northern and central part it straddles the Pampana
River. On the west of the southern part, the concession runs along the Pampana
River.

The property is in the heart of one of Sierra Leone's richest alluvial gold
mining fields, South of the Sula Mountains in the Greenstone belt on the North
Pampana River, around 120 miles east of the capital, Freetown.

Most recently, in January, 2011, our Company purchased and implemented 3 custom
built commercial dredges to further explore and develop the Pampana claim.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this quarterly report, particularly in
the section entitled "Risk Factors" beginning on page 26 of this quarterly
report.

Our unaudited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                            Inception
                                Three Months Ended              Nine Months Ended      (January 28, 2003) to
                                   September 30,                   September 30,            September 30,
                               2010            2009            2010            2009            2010
                            -----------     -----------     -----------     -----------     -----------
<S>                         <C>             <C>             <C>             <C>             <C>
Revenue                     $       Nil     $       Nil     $       Nil     $       Nil     $       Nil
Operating Expenses          $   252,403     $   127,607     $   510,229     $   294,726     $ 1,189,286
Net loss                    $(1,504,791)    $  (132,607)    $(2,411,617)    $  (309,726)    $(3,118,752)
</TABLE>

                                       21
<PAGE>
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND SEPTEMBER 30, 2009, FROM
INCEPTION (JANUARY 28, 2003) TO SEPTEMBER 30, 2010

EXPENSES

Our operating expenses for the three and nine months ended September 30, 2010
and September 30, 2009, and for the period from Inception ( January 28, 2003 )
and September 30, 2010 are outlined in the table below:

<TABLE>
<CAPTION>
                                                                                       January 28, 2003
                                Three Months Ended              Nine Months Ended          (Inception)
                                   September 30,                   September 30,           September 30,
                               2010            2009            2010            2009            2010
                            -----------     -----------     -----------     -----------     -----------
<S>                         <C>             <C>             <C>             <C>             <C>
General and Administrative  $     8,428     $     8,156     $    16,831     $    12,574     $    70,327
General and Administrative
 - related party            $    27,364     $        --     $    48,287     $        --     $    48,286
Management Salary           $   186,000     $    12,000     $   347,500     $    39,000     $   500,500
Rent - Related Party        $        --     $     2,205     $        --     $     6,085     $    37,500
Accounting and Audit Fees   $        --     $     8,266     $        --     $    25,438     $    97,131
Legal Fees                  $        --     $     2,980     $        --     $    16,696     $    52,876
Consulting Fees             $    23,750     $    94,000     $    73,750     $   194,000     $   320,185
Exploration Costs           $     6,861     $        --     $    23,861     $       933     $    62,481
</TABLE>

Operating expenses for the three months ended September 30, 2010, increase by
approximately 97% as compared to the same period in 2009. Operating expenses for
the nine months ended September 30, 2010, increased by approximately 73% as
compared to the same period in 2009. The increase is primarily as a result of an
increase of management fees.

REVENUE

We have not earned any revenues since our inception on January 28, 2003. We do
not anticipate earning revenues until such time as we have entered into
commercial production on the Nyinahin property. We have not commenced the
development stage of our business and can provide no assurance that we will
discover economic mineralization on the property, or if such minerals are
discovered, that we will enter into commercial production.

EQUITY COMPENSATION

We currently do not have any stock option or equity compensation plans or
arrangements.

                                       22
<PAGE>
LIQUIDITY AND FINANCIAL CONDITION

<TABLE>
<CAPTION>

WORKING CAPITAL
                                       At                   At
                                  September 30,         December 31,          Increase/
                                      2010                 2009               (Decrease)
                                   ----------           ----------            ---------
<S>                                <C>                  <C>                     <C>
Current Assets                     $       32           $   50,054              (50,022)
Current Liabilities                $  116,515           $  635,531             (519,016)
Working Capital (deficit)          $ (116,483)          $ (585,477)            (468,994)

CASH FLOWS
                                   Nine Months          Nine Months          January 28, 2003
                                     Ended                 Ended              (Inception) to
                                  September 30,         September 30,          September 30,
                                      2010                  2009                   2010
                                   ----------           ------------            -----------
Net Cash (Used) by Operating       $  (73,551)          $    (87,047)           $    94,395
 Activities
Net Cash (Used) by Investing
 Activities                        $       --           $         --            $(1,000,000)
Net Cash Provided by Financing
 Activities                        $   73,529           $     86,919            $   905,637
INCREASE (DECREASE) IN CASH
 DURING THE PERIOD                 $       (22)         $       (128)           $        32
</TABLE>

CONTRACTUAL OBLIGATIONS

As a "smaller reporting company", we are not required to provide tabular
disclosure obligations.

GOING CONCERN

We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock. At this time, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock or through a loan from our directors to meet
our obligations over the next twelve months. We do not have any arrangements in
place for any future debt or equity financing.

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 are material to
stockholders.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with the accounting principles generally accepted in the United States of
America. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions involved with the
following aspects of our financial statements is critical to an understanding of
our financial statements.

                                       23
<PAGE>
EXPLORATION STAGE COMPANY

Our company complies with Accounting Standards Codification (ASC) Topic 915 and
for its characterization of our company as exploration stage. All losses
accumulated since inception has been considered as part of our company's
exploration stage activities.

Our company is subject to several categories of risk associated with its
exploration stage activities. Mineral exploration and production is a
speculative business, and involves a high degree of risk. Among the factors that
have a direct bearing on our company's prospects are uncertainties inherent in
estimating mineral deposits, future mining production, and cash flows,
particularly with respect to properties that have not been fully proven with
economic mineral reserves; access to additional capital; changes in the price of
the underlying commodity; availability and cost of services and equipment; and
the presence of competitors with greater financial resources and capacity.

MINERAL PROPERTY COSTS

Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred. Our company assesses
the carrying costs for impairment at each fiscal quarter end. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs then incurred to develop
such property, are capitalized. Such costs will be amortized using the units of
production method over the estimated life of the probable reserve. If mineral
properties are subsequently abandoned or impaired, any capitalized costs will be
charged to operations.

ENVIRONMENTAL COSTS

Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or our company's commitments to plan of action
based on the then known facts.

ASSET RETIREMENT OBLIGATION

Our company records asset retirement obligations as a liability in the period in
which a legal obligation associated with the retirement of tangible long-lived
assets result from the acquisition, construction, development and/or normal use
of the assets. At September 30, 2010, our company had not undertaken any
drilling activity on its properties and had not incurred significant reclamation
obligations. Consequently no asset retirement obligation was accrued in the
financial statements for the nine months ended September 30, 2010 and the year
ended December 31, 2009.

IMPAIRMENT OF LONG-LIVED ASSETS

Our company reviews the recoverability of its long-lived assets whenever events
or changes in circumstances indicate that the carrying amount of such assets may
not be recoverable. The estimated future cash flows are based upon, among other
things, assumptions about future operating performance, and may differ from
actual cash flows. Long-lived assets evaluated for impairment are grouped with
other assets to the lowest level for which identifiable cash flows are largely
independent of the cash flows of other groups of assets and liabilities. If the
sum of the projected undiscounted cash flows (excluding interest) is less than
the carrying value of the assets, the assets will be written down to the
estimated fair value in the period in which the determination is made. During
the nine months ended September 30, 2010 and the year ended December 31, 2009 no
impairment was recorded.

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

In January 2010, the FASB issued guidance to amend the disclosure requirements
related to recurring and nonrecurring fair value measurements. The guidance
requires new disclosures on the transfers of assets and liabilities between

                                       24
<PAGE>
Level 1 (quoted prices in active market for identical assets or liabilities) and
Level 2 (significant other observable inputs) of the fair value measurement
hierarchy, including the reasons and the timing of the transfers. Additionally,
the guidance requires a roll forward of activities on purchases, sales,
issuance, and settlements of the assets and liabilities measured using
significant unobservable inputs (Level 3 fair value measurements). The guidance
will become effective for us with the reporting period beginning January 1,
2010, except for the disclosure on the roll forward activities for Level 3 fair
value measurements, which will become effective for us with the reporting period
beginning July 1, 2011. Other than requiring additional disclosures, adoption of
this new guidance will not have a material impact on our financial statements.

The Company has reviewed other recently issued accounting pronouncements and
believe none will have any material impact on our financial statements.

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

As a "smaller reporting company", we are not required to provide the information
required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the SECURITIES
EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (who is acting as our
principal executive officer) and our treasurer (who is acting as our principal
financial officer and principle accounting officer) to allow for timely
decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. As of September 30, 2010, the end of the
quarter covered by this report, we carried out an evaluation, under the
supervision and with the participation of our president (who is acting as our
principal executive officer) and our treasurer (who is acting as our principal
financial officer and principle accounting officer), of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on the
foregoing, our president (who is acting as our principal executive officer) and
our treasurer (who is acting as our principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
not effective as of the end of the period covered by this quarterly report in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance's with US generally accepted accounting principles due to the
existence of significant deficiencies constituting material weaknesses. A
material weakness is a control deficiency, or combination of control
deficiencies, such that there is a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting
that occurred during our quarter ended September 30, 2010 that have materially
or are reasonably likely to materially affect, our internal controls over
financial reporting.

                                       25
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

In addition to other information in this quarterly report, the following risk
factors should be carefully considered in evaluating our business because such
factors may have a significant impact on our business, operating results,
liquidity and financial condition. As a result of the risk factors set forth
below, actual results could differ materially from those projected in any
forward looking statements. Additional risks and uncertainties not presently
known to us, or that we currently consider to be immaterial, may also impact our
business, operating results, liquidity and financial condition. If any such
risks occur, our business, operating results, liquidity and financial condition
could be materially affected in an adverse manner. Under such circumstances, the
trading price of our securities could decline, and you may lose all or part of
your investment.

OUR PROPERTIES ARE IN THE EXPLORATION STAGE. THERE IS NO ASSURANCE THAT WE CAN
ESTABLISH THE EXISTENCE OF ANY MINERAL RESOURCE ON OUR PROPERTIES IN
COMMERCIALLY EXPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY
REVENUES FROM OPERATIONS AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS
THAT WE EXPEND ON EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A
COMMERCIALLY EXPLOITABLE QUANTITY, OUR BUSINESS COULD FAIL.

Despite pre-exploration work on our mineral properties, we have not established
that they contain any mineral reserve, nor can there be any assurance that we
will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its
Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part
of a mineral deposit which could be economically and legally extracted or
produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any 'reserve' and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one of our properties,
there can be no assurance that we will be able to develop our properties into
producing mines and extract those resources. Both mineral exploration and
development involve a high degree of risk and few properties which are explored
are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a
number of factors including, by way of example, the size, grade and other
attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

MINERAL OPERATIONS ARE SUBJECT TO APPLICABLE LAW AND GOVERNMENT REGULATION. EVEN
IF WE DISCOVER A MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, THESE
LAWS AND REGULATIONS COULD RESTRICT OR PROHIBIT THE EXPLOITATION OF THAT MINERAL
RESOURCE. IF WE CANNOT EXPLOIT ANY MINERAL RESOURCE THAT WE MIGHT DISCOVER ON
OUR PROPERTIES, OUR BUSINESS MAY FAIL.

Both mineral exploration and extraction require permits from various foreign,
federal, state, provincial and local governmental authorities and are governed
by laws and regulations, including those with respect to prospecting, mine
development, mineral production, transport, export, taxation, labour standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. There can be no assurance that we
will be able to obtain or maintain any of the permits required for the continued
exploration of our mineral property or for the construction and operation of a

                                       26
<PAGE>
mine on our property at economically viable costs. If we cannot accomplish these
objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that
currently apply to our activities but there can be no assurance that we can
continue to remain in compliance. Current laws and regulations could be amended
and we might not be able to comply with them, as amended. Further, there can be
no assurance that we will be able to obtain or maintain all permits necessary
for our future operations, or that we will be able to obtain them on reasonable
terms. To the extent such approvals are required and are not obtained, we may be
delayed or prohibited from proceeding with planned exploration or development of
our mineral properties.

IF WE ESTABLISH THE EXISTENCE OF A MINERAL RESOURCE ON ONE OF OUR PROPERTIES IN
A COMMERCIALLY EXPLOITABLE QUANTITY, WE WILL REQUIRE ADDITIONAL CAPITAL IN ORDER
TO DEVELOP THE PROPERTY INTO A PRODUCING MINE. IF WE CANNOT RAISE THIS
ADDITIONAL CAPITAL, WE WILL NOT BE ABLE TO EXPLOIT THE RESOURCE, AND OUR
BUSINESS COULD FAIL.

If we do discover mineral resources in commercially exploitable quantities on
our property, we will be required to expend substantial sums of money to
establish the extent of the resource, develop processes to extract it and
develop extraction and processing facilities and infrastructure. Although we may
derive substantial benefits from the discovery of a major deposit, there can be
no assurance that such a resource will be large enough to justify commercial
operations, nor can there be any assurance that we will be able to raise the
funds required for development on a timely basis. If we cannot raise the
necessary capital or complete the necessary facilities and infrastructure, our
business may fail.

MINERAL EXPLORATION AND DEVELOPMENT IS SUBJECT TO EXTRAORDINARY OPERATING RISKS.
WE DO NOT CURRENTLY INSURE AGAINST THESE RISKS. IN THE EVENT OF A CAVE-IN OR
SIMILAR OCCURRENCE, OUR LIABILITY MAY EXCEED OUR RESOURCES, WHICH WOULD HAVE AN
ADVERSE IMPACT ON OUR COMPANY.

Mineral exploration, development and production involve many risks which even a
combination of experience, knowledge and careful evaluation may not be able to
overcome. Our operations will be subject to all the hazards and risks inherent
in the exploration for mineral resources and, if we discover a mineral resource
in commercially exploitable quantity, our operations could be subject to all of
the hazards and risks inherent in the development and production of resources,
including liability for pollution, cave-ins or similar hazards against which we
cannot insure or against which we may elect not to insure. Any such event could
result in work stoppages and damage to property, including damage to the
environment. We do not currently maintain any insurance coverage against these
operating hazards. The payment of any liabilities that arise from any such
occurrence would have a material adverse impact on our company.

MINERAL PRICES ARE SUBJECT TO DRAMATIC AND UNPREDICTABLE FLUCTUATIONS.

We expect to derive revenues, if any, either from the sale of our mineral
resource property or from the extraction and sale of precious and base metals.
The price of those commodities has fluctuated widely in recent years, and is
affected by numerous factors beyond our control, including international,
economic and political trends, expectations of inflation, currency exchange
fluctuations, interest rates, global or regional consumptive patterns,
speculative activities and increased production due to new extraction
developments and improved extraction and production methods. The effect of these
factors on the price of base and precious metals, and therefore the economic
viability of any of our exploration properties and projects, cannot accurately
be predicted.

THE MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL
CONTINUE TO BE SUCCESSFUL IN ACQUIRING MINERAL CLAIMS. IF WE CANNOT CONTINUE TO
ACQUIRE PROPERTIES TO EXPLORE FOR MINERAL RESOURCES, WE MAY BE REQUIRED TO
REDUCE OR CEASE OPERATIONS.

The mineral exploration, development, and production industry is largely
un-integrated. We compete with other exploration companies looking for mineral
resource properties. While we compete with other exploration companies in the
effort to locate and acquire mineral resource properties, we will not compete
with them for the removal or sales of mineral products from our properties if we
should eventually discover the presence of them in quantities sufficient to make
production economically feasible. Readily available markets exist worldwide for
the sale of mineral products. Therefore, we will likely be able to sell any
mineral products that we identify and produce.

                                       27
<PAGE>
In identifying and acquiring mineral resource properties, we compete with many
companies possessing greater financial resources and technical facilities. This
competition could adversely affect our ability to acquire suitable prospects for
exploration in the future. Accordingly, there can be no assurance that we will
acquire any interest in additional mineral resource properties that might yield
reserves or result in commercial mining operations.

RISKS RELATED TO OUR COMPANY

WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO BASE AN EVALUATION OF OUR
BUSINESS AND PROSPECTS.

We have been in the business of exploring mineral resource properties since 2003
and we have not yet located any mineral reserve. As a result, we have never had
any revenues from our operations. In addition, our operating history has been
restricted to the acquisition and exploration of our mineral properties and this
does not provide a meaningful basis for an evaluation of our prospects if we
ever determine that we have a mineral reserve and commence the construction and
operation of a mine. We have no way to evaluate the likelihood of whether our
mineral property contains any mineral reserve or, if it does that we will be
able to build or operate a mine successfully. We anticipate that we will
continue to incur operating costs without realizing any revenues during the
period when we are exploring our properties. We therefore expect to continue to
incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from mining operations and any
disposition of our property, we will not be able to earn profits or continue
operations. At this early stage of our operation, we also expect to face the
risks, uncertainties, expenses and difficulties frequently encountered by
companies at the start up stage of their business development. We cannot be sure
that we will be successful in addressing these risks and uncertainties and our
failure to do so could have a materially adverse effect on our financial
condition. There is no history upon which to base any assumption as to the
likelihood that we will prove successful and we can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations.

THE FACT THAT WE HAVE NOT EARNED ANY OPERATING REVENUES SINCE OUR INCORPORATION
RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE TO EXPLORE OUR MINERAL
PROPERTIES AS A GOING CONCERN.

We have not generated any revenue from operations since our incorporation and we
anticipate that we will continue to incur operating expenses without revenues
unless and until we are able to identify a mineral resource in a commercially
exploitable quantity on either of our mineral properties and build and operate a
mine. We had cash in the amount of $32 as of September 30, 2010. At September
30, 2010, we had a working capital deficit of $116,483. We incurred a net loss
of $2,411,617 for the nine months ended September 30, 2010 and $3,118,752 since
inception. We will have to raise additional funds to meet our currently budgeted
operating requirements for the next 12 months. As we cannot assure a lender that
we will be able to successfully explore and develop our mineral properties, we
will probably find it difficult to raise debt financing from traditional lending
sources. We have traditionally raised our operating capital from sales of equity
and debt securities, but there can be no assurance that we will continue to be
able to do so. If we cannot raise the money that we need to continue exploration
of our mineral property, we may be forced to delay, scale back, or eliminate our
exploration activities. If any of these were to occur, there is a substantial
risk that our business would fail.

These circumstances lead our independent registered public accounting firm, in
their report dated April 7, 2009, to comment about our company's ability to
continue as a going concern. Management has plans to seek additional capital
through a private placement of our capital stock. These conditions raise
substantial doubt about our company's ability to continue as a going concern.
Although there are no assurances that management's plans will be realized,
management believes that our company will be able to continue operations in the
future.

RISKS ASSOCIATED WITH OUR COMMON STOCK

TRADING ON THE OTCQB MAY BE VOLATILE AND SPORADIC, WHICH COULD DEPRESS THE
MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR STOCKHOLDERS TO
RESELL THEIR SHARES.

Our common stock is quoted on the OTCQB. Trading in stock quoted on the OTCQB is
often thin and characterized by wide fluctuations in trading prices, due to many
factors that may have little to do with our operations or business prospects.
This volatility could depress the market price of our common stock for reasons
unrelated to operating performance. Moreover, the OTCQB is not a stock exchange,

                                       28
<PAGE>
and trading of securities on the OTCQB is often more sporadic than the trading
of securities listed on a quotation system like NASDAQ or a stock exchange like
Amex. Accordingly, shareholders may have difficulty reselling any of their
shares.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission, the Financial Industry Regulatory Authority has adopted
rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the Financial Industry Regulatory Authority believes that there
is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The Financial Industry Regulatory
Authority requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

OTHER RISKS

TRENDS, RISKS AND UNCERTAINTIES

We have sought to identify what we believe to be the most significant risks to
our business, but we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our common stock.

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

On July 30 2010, we issued 25,000,000 common shares at $0.009 per share to our
officers for executive services. The fair value of the shares on the date of
issuance was $167,500

On August 2, 2010, we issued 39,980,000 common shares at $0.017 per share to
settle $67,980 worth of debt. The fair value of the shares on the date of
issuance was $571,850 which was allocated as $67,980 to the debt and $503,870 to
interest expense

                                       29
<PAGE>
On August 4, 2010, we issued 14,700,000 common shares at $0.017 per share to
settle $24,990 of debt. The fair value of the shares on the date of issuance was
$216,090 which was allocated as $24,990 to the debt and $191,100 to interest
expense.

On August 11, 2010, we issued 17,650,000 common shares at $0.017 per share to
settle $30,000 of debt. The fair value of the shares on the date of issuance was
$259,450 which was allocated as $30,000 to the debt and $229,450 to interest
expense.

On August 13, 2010, we issued 150,000,000 common shares at $0.0017 per share to
settle $255,000 of debt. The fair value of the shares issued on the date of each
individual settlement was $724,000 which was allocated as $237,500 to the note,
$7,500 to accrued interest and $479,000 to interest expense.

On August 19, 2010, we issued 10,800,000 common shares at $0.017 per share for
$18,361 in executive services with a fair value of $158,761. We also issued
14,100,000 common shares at $0.017 per share to settle $23,932 of debt. The fair
value of the shares on the dates of issuance was $211,500 which was allocated as
$23,932 to the debt and $187,568 to interest expense.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K

Exhibit
Number                            Description
------                            -----------
(3)           ARTICLES OF INCORPORATION AND BY-LAWS

3.1           Articles of Incorporation (incorporated by reference from our
              Registration Statement on Form SB-2 filed on February 23, 2004)

3.2           Bylaws (incorporated by reference from our Registration Statement
              on Form SB-2 filed on February 23, 2004)

(10)          MATERIAL CONTRACTS

10.1          Mineral Property Staking and Purchase Agreement dated April 10,
              2003 (incorporated by reference from our Registration Statement on
              Form SB-2/A filed on June 30, 2004)

10.2          Mining Acquisition Agreement dated October 31, 2008 between our
              company and General Metals Corporation (incorporated by reference
              from our Current Report on Form 8-K filed on December 10, 2008)

10.3          Amending Agreement to the Mining Acquisition Agreement dated
              December 5, 2008 between our company and General Metals
              Corporation. (incorporated by reference from our Current Report on
              Form 8-K filed on December 10, 2008)

                                       30
<PAGE>
(14)          CODE OF ETHICS

14.1          Code of Ethics and Business Conduct (incorporated by reference
              from our Annual Report on Form 10-K filed on April 20, 2009)

(21)          SUBSIDIARIES OF THE REGISTRANT

21.1          Allied Mining and Supply, LLC

(31)          RULE 13A-14(D)/15D-14(D) CERTIFICATIONS

31.1*         Certification of the Principal Executive Officer filed pursuant to
              Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*         Certification of the Principal Financial Officer and Principal
              Accounting Officer filed pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

(32)          SECTION 1350 CERTIFICATIONS

32.1*         Certification of the Principal Executive Officer filed pursuant to
              Section 906 of the Sarbanes-Oxley Act of 2002.

32.2          Certification of the Principal Financial Officer and Principal
              Accounting Officer filed pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

----------
*    Filed herewith

                                       31
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                        SUNERGY, INC.
                                        (Registrant)


Dated: July 18, 2011                    /s/ Bryan Miller
                                        ----------------------------------------
                                        BRYAN MILLER
                                        President and Director
                                        (Principal Executive Officer)


Dated: July 18, 2011                    /s/ Mark Shelley
                                        ----------------------------------------
                                        MARK SHELLEY
                                        Secretary, Treasurer and Director
                                        (Principal Financial Officer and
                                        Principal Accounting Officer)

                                       32