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

                                    Form 10-Q

(Mark One)

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

    For the quarterly period ended March 31, 2011

                                       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 of                                (IRS Employer
 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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [ ] YES [ ] 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.

1,536,229,260 common shares issued and outstanding as of February 7 , 2012.
<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 March 31, 2011 are not necessarily indicative of the results that may be
expected for the full fiscal year.

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

<TABLE>
<CAPTION>
                                                                             March 31,             December 31,
                                                                                2011                   2010
                                                                            ------------           ------------
                                                                            (unaudited)              (audited)
<S>                                                                         <C>                    <C>
                                     ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                 $     34,839           $     97,251
  Deposits                                                                            --                 50,000
  Prepaid financing cost                                                         140,680                     --
                                                                            ------------           ------------
      TOTAL CURRENT ASSETS                                                       175,519                147,251
                                                                            ------------           ------------
LONG TERM ASSETS
  Exploratory properties                                                       1,753,497              1,753,497
  Property and equipment                                                         190,941                  2,254
                                                                            ------------           ------------

      TOTAL ASSETS                                                          $  2,119,957           $  1,903,002
                                                                            ============           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                                  $      7,601           $      7,601
  Accruals - related party                                                        13,500                     --
  Operational advances - related party                                            71,516                 83,991
  Notes payable-(net of $30,984 unamortized discount)                            206,516                     --
                                                                            ------------           ------------
      TOTAL CURRENT LIABILITIES                                                  299,133                 91,592
                                                                            ------------           ------------
      TOTAL LIABILITIES                                                          299,133                 91,592
                                                                            ------------           ------------
STOCKHOLDERS' EQUITY
  Common Stock, authorized 3,750,000,000 shares, par value $0.001,
   issued and outstanding on March 31, 2011 and December 31, 2010
   is 1,271,257,840 and 1,046,197,880, respectively                            1,271,258              1,046,198
  Additional paid in capital                                                   3,487,441              2,709,122
  Subscriptions payable                                                          120,200                414,861
  Subscriptions receivable                                                      (202,404)                    --
  Accumulated deficit during exploration  stage                               (2,855,671)            (2,358,771)
                                                                            ------------           ------------
      TOTAL STOCKHOLDERS' EQUITY                                               1,820,824              1,811,410
                                                                            ------------           ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  2,119,957           $  1,903,002
                                                                            ============           ============
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
                                  SUNERGY, INC.
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATION

<TABLE>
<CAPTION>
                                                            Quarter Ended                    From Inception
                                                              March 31,                     January 28, 2003
                                                 ------------------------------------         to March 31,
                                                      2011                  2010                  2011
                                                 --------------        --------------        --------------
<S>                                              <C>                   <C>                   <C>
INCOME                                           $           --        $           --        $           --
                                                 --------------        --------------        --------------
OPERATING EXPENSES
  General and administrative                             50,522                11,033               247,060
  Management salary                                      13,500                18,000               237,500
  Management stock based compensation                   113,044                    --               410,544
  Rent-related party                                         --                    --                37,500
  Legal fees                                              3,000                    --                57,602
  Professional fees                                      14,500                50,000               344,816
  Exploration costs                                     195,328                 6,500               341,937
                                                 --------------        --------------        --------------
TOTAL EXPENSES                                          389,894                85,533             1,676,959
                                                 --------------        --------------        --------------
Net loss from operations                               (389,894)              (85,533)           (1,676,959)

OTHER EXPENSES
  Interest expense-related party                       (107,006)               (5,000)           (1,178,712)
                                                 --------------        --------------        --------------
TOTAL OTHER EXPENSES                                   (107,006)               (5,000)           (1,178,712)
                                                 --------------        --------------        --------------

NET LOSS                                         $     (496,900)       $      (90,533)       $   (2,855,671)
                                                 ==============        ==============        ==============

Loss per share-basic                             $        (0.00)       $        (0.00)
                                                 --------------        --------------
Weighted average number of shares-basic           1,243,750,512           537,975,000
                                                 --------------        --------------
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>
                                  SUNERGY, INC.
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Quarter Ended                   From Inception
                                                                               March 31,                   January 28, 2003
                                                                   ---------------------------------         to March 31,
                                                                       2011                 2010                 2011
                                                                   ------------         ------------         ------------
<S>                                                                <C>                  <C>                  <C>
OPERATING ACTIVITIES
  Net loss                                                         $   (496,900)        $    (90,533)        $ (2,855,671)
  Adjustments to reconcile net loss to cash
   used in operating activities:
     Amortized  prepaid expense                                              --                   --              200,000
     Depreciation                                                           113                   --                  113
     Warrants Issued for management fees                                113,044                   --              113,044
     Management stock based compensation                                     --                   --              340,700
     Stock based consulting expense                                      70,000               50,000               70,000
     Non cash interest expense                                          107,006                   --            1,140,634
     Advisory service expense                                            16,500                   --               16,500
  Changes in assets and liabilities
     Increase in accruals-related party                                  13,500               28,000              231,800
                                                                   ------------         ------------         ------------
           NET CASH USED BY OPERATING ACTIVITIES                       (176,737)             (12,533)            (742,880)
                                                                   ------------         ------------         ------------
INVESTMENT ACTIVITIES
  Acquisition of property and equipment                                (103,800)                  --             (168,554)
  Cash acquired through acquisition of subsidiary                            --                   --                   39
                                                                   ------------         ------------         ------------
           CASH USED BY INVESTMENT ACTIVITIES                          (103,800)                  --             (168,515)
                                                                   ------------         ------------         ------------
FINANCING ACTIVITIES
  Proceeds from sale of common stock                                     27,000                   --              657,850
  Proceeds from notes payable                                           165,000                   --              165,000
  Contributed capital                                                        --                4,000               13,268
  Operational advances                                                   26,125                9,128              110,116
                                                                   ------------         ------------         ------------
           CASH PROVIDED BY FINANCING ACTIVITIES                        218,125               13,128              946,234
                                                                   ------------         ------------         ------------
Net increase/(decrease) in cash                                         (62,412)                 595               34,839
Cash and cash equivalents, beginning of period                           97,251                   54                   --
                                                                   ------------         ------------         ------------

Cash and cash equivalents, end of period                           $     34,839         $        649         $     34,839
                                                                   ============         ============         ============
SUPPLEMENTAL DISCLOSURE CASH FLOWS FOR:
  Interest                                                         $         --         $         --         $         --
                                                                   ------------         ------------         ------------
  Income taxes                                                     $         --         $         --         $         --
                                                                   ------------         ------------         ------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING:
  Stock issued to settle operational advances                      $    (38,601)        $         --         $   (703,003)
                                                                   ------------         ------------         ------------
  Debt issued to acquire assets                                    $         --         $         --         $    487,500
                                                                   ------------         ------------         ------------
  Stock issued to acquire assets                                   $         --         $         --         $   (500,000)
                                                                   ------------         ------------         ------------
  Assets acquired through acquisition of subsidiary                $         --         $         --         $   (753,497)
                                                                   ------------         ------------         ------------
  Liabilities assumed through acquisition of subsidiary            $         --         $         --         $     42,725
                                                                   ------------         ------------         ------------
  Shares issued to acquire subsidiary                              $         --         $         --         $    290,000
                                                                   ------------         ------------         ------------
  Warrants issued to acquire subsidiary                            $         --         $         --         $    420,811
                                                                   ------------         ------------         ------------
  Shares and warrants issued for financing cost                    $    174,777         $         --         $    174,777
                                                                   ------------         ------------         ------------
  Deposit applied toward acquisition of property and equipment     $     50,000         $         --         $     50,000
                                                                   ------------         ------------         ------------
  Note issued for acquisition of property and equipment            $     35,000         $         --         $     35,000
                                                                   ------------         ------------         ------------
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


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.

The Company entered into a purchase agreement, which closed October 18, 2010, to
acquire  Allied  Mining and Supply LLC.,  a Nevada  limited  liability  company.
Allied Mining and Supply LLC also has one  subsidiary,  a Sierra Leone  company,
Allied Mining and Supply Ltd. As part of the  acquisition  the Company now has a
concession in Sierra  Leone.  The Company has been in the  exploration  phase of
this concession  since the purchase.  No revenues have been generated as of yet.
This concession, if determined to be economically feasible, may produce gold and
rare metals.

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, 2010 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.

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements include the accounts of Sunergy, Inc and
its subsidiaries  Mikite Gold Resources  Limited,  a Ghanaian company (100%) and
Allied Mining and Supply LLC, a Nevada limited liability company (100%).  Allied
Mining  and  Supply  LLC also  has one 100%  owned  subsidiary,  a Sierra  Leone
company,  Allied  Mining  and  Supply  Ltd  which are 100%  consolidated  in the
financial statements.  All material inter-company accounts and transactions have
been eliminated.

                                       6
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONT.)

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.

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.  There have been no
revenues since inception.

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.  The Company  has  potentially  dilutive  common
shares consisting of warrants,  which are excluded from the diluted earnings per
share computation in periods where the Company has incurred a net loss.

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

                                       7
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


INCOME TAXES (CONT.)

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. The Company has adopted FASB ASC 718-10,  "Compensation-Stock
Compensation",  which  requires the  compensation  cost  related to  share-based
payments, such as stock options and employee stock purchase plans, be recognized
in the financial statements based on the grant-date fair value of the award. The
Company  accounts for equity  instruments  issued in exchange for the receipt of
goods or services from other than  employees in accordance  with FASB ASC 718-10
and the  conclusions  reached by the FASB ASC 505-50.  Costs are measured at the
estimated fair market value of the consideration  received or the estimated fair
value of the equity instruments issued,  whichever is more reliably  measurable.
The value of equity  instruments  issued for  consideration  other than employee
services is determined on the earliest of a performance commitment or completion
of  performance  by the  provider  of goods or  services  as defined by FASB ASC
505-50.

EXPLORATION STAGE COMPANY

The Company complies with Accounting Standards  Codification (ASC) Topic 915 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.

                                       8
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONT.)

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.  At March 31, 2011,  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 three month  period  ended March 31, 2011 and the
year ended December 31, 2010.

PROPERTY, PLANT AND EQUIPMENT

Property and  equipment  are recorded at historical  cost.  Minor  additions and
renewals are expensed in the year  incurred.  Major  additions  and renewals are
capitalized and depreciated over their estimated useful lives. When property and
equipment  are  retired  or  otherwise  disposed  of,  the cost and  accumulated
depreciation  is removed  from the accounts  and any  resulting  gain or loss is
included in the results of operations for the respective period. Depreciation is
provided  over the  estimated  useful  lives of the  related  assets  using  the
straight-line  method for financial statement  purposes.  The Company uses other
depreciation methods (generally accelerated) for tax purposes where appropriate.
The estimated useful lives for significant property and equipment categories are
as follows:

                Furniture and Fixtures   5 - 7 Years
                Equipment                3 - 5 Years

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 (excluding  interest) is less than
the carrying value of the assets, the assets

                                       9
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


IMPAIRMENT OF LONG-LIVED ASSETS (CONT.)

will be  written  down to the  estimated  fair  value in the period in which the
determination is made. During the period ended March 31, 2011 and the year ended
December 31, 2010, no impairment charges were deemed necessary.

RECENT ACCOUNTING GUIDANCE NOT YET ADOPTED

The Company has reviewed  recently  issued  accounting  pronouncements  thru ASU
2011-09  and  believes  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 $2,855,671 during its exploration
stage. This raises  substantial doubt about the Company's ability to continue as
a going concern. These financials do not include any adjustments relating to the
recoverability  and  classification  of  recorded  asset  amounts or amounts and
classification of liabilities that might result from this uncertainty.

It should be noted that all  mining,  mineral and oil and gas  companies  show a
loss in the exploration stage of each project. By its very nature exploration is
expenditures  with  no  income.  To  expect  otherwise  is not  reality.  In the
exploration   stage  almost  all  of  the  expenditures  are  expensed  and  not
capitalized.  At the  end of the  exploration  phase  revenues  begin  with  the
production  phase and result in a better match of revenue with expenses.  In the
production phase many expenses are capitalized and spread over the expected life
of the mining project.

Sunergy will  continue to seek  additional  funds from its investors to complete
its exploration  stage of determining when a particular  project is economically
feasible.  Production will begin once a project is determined to be economically
feasible then and profit can be expected.

As of March  31,  2011,  our  expectations  were  centered  on our only  mineral
concession in Ghana.  With the addition of Sierra Leone we have the potential of
two highly  successful  ventures.  However,  two  projects  require more initial
capital until we enter the production phase with at least one project.

NOTE 4. PURCHASE OF ALLIED MINING AND SUPPLY LLC.

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 along with various
exploration equipment.

                                       10
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


NOTE 4. PURCHASE OF ALLIED MINING AND SUPPLY LLC. (CONT)

In  consideration  for the  purchase of the  membership  interests,  the Company
agreed to issue 100,000,000 units at a market price of $0.0029 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.  The value of the  purchase  is based on the
market  price of the stock  issued and the  intrinsic  value of the  warrants as
calculated using the Black-Sholes option pricing model. The Company recorded the
purchase  allocating  market value of the stock and the value of the warrants to
Common Stock and Additional Paid in Capital as follows:

Cash                                                                $     39
Pampana river concession                                             753,497
                                                                    --------

      TOTAL ASSETS                                                  $753,536
                                                                    ========
Accounts payable                                                      42,725
                                                                    --------

      TOTAL LIABILITIES                                             $ 42,725
                                                                    ========

Net Assets in excess of liabilities                                 $710,811
                                                                    ========
Common Stock                                                        $100,000
Additional paid in capital                                           610,811
                                                                    --------

      TOTAL COST OF ACQUSITION                                      $710,811
                                                                    ========

Please refer to the Company's  10-K filing for December 31, 2010 for  additional
information on Allied Mining and Supply, LLC.

NOTE 5. PROPERTY, PLANT AND EQUIPMENT

As of March 31, 2011 Sunergy,  Inc. was an exploration  company. The main thrust
of our testing has been in the Sierra  Leone  concession  with our wholly  owned
subsidiary,  Allied Mining & Supply LLC. We purchased some computers in December
2010 and additional equipment during the quarter ended March 31, 2011. Since the
equipment  was not put into service  until  second  quarter of 2011 we have only
recorded $113 in depreciation on the Company's office equipment.

Property and equipment consisted of the following at March 31, 2011 and December
31, 2010:

                                                  March 31,        December 31,
                                                    2011               2010
                                                  --------           --------
Exploration equipment                             $175,000           $     --
Rolling stock                                       10,000                 --
Power generating equipment                           3,800                 --
Office furniture and equipment                       2,254              2,254
                                                  --------           --------
      Subtotal                                    $191,054           $  2,254
                                                  --------           --------
Accumulated depreciation                              (113)                --
                                                  --------           --------

Property, plant and equipment - net               $190,941           $  4,508
                                                  ========           ========

                                       11
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


NOTE 6. NOTES PAYABLE

During the  quarter we issued  $237,500 in note  payables to various  investors,
which consisted of $200,000 in loans and $37,500 in interest due at maturity for
the  purchase of equipment  used in  exploration.  As an incentive  for the note
holders we also agreed to issue  13,300,000  restricted  shares of common  stock
valued at $93,200 and  13,300,000  share  purchase  warrants  valued at $81,575.
During the quarter we amortized  $6,516 of interest  due at maturity  leaving an
unamortized discount of $30,984.

Of the above loans,  $52,500 were  collateralized by 19,000,000 shares of common
stock,  14,000,000  one year share purchase  warrants  exercisable at $0.005 per
share, and 5,000,000 one year share purchase warrants  exercisable at $0.007 per
share.  In the  event of  default,  the note  holders  are able to  convert  the
outstanding balance owed to the common share collateral.

A summary of the  outstanding  balance for the periods  ended March 31, 2011 and
December 31, 2010 follows:

                                          31-Mar-11           31-Dec-10
                                          ---------           ---------
             Notes Payable                $ 237,500           $      --
             Interest Discount              (30,984)                 --
                                          ---------           ---------

             Total Notes Payable          $ 206,516           $      --
                                          =========           =========

NOTE 7. STOCKHOLDERS' EQUITY

COMMON STOCK

The Company  originally  had 75,000,000  shares of common stock  authorized 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  increasing
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>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


COMMON STOCK (CONT.)

A summary of shares issued during the quarter ended March 31, 2011 follows:

     *    On December 15, 2010, the Company settled $47,500 in accounts  payable
          through the execution of a subscription to issue 19,000,000  shares of
          stock at $.0025. The fair value was based on private  subscriptions as
          the  settlement  was  finalized  concurrent  with the sale of stock to
          private  investors The Company issued the 19,000,000 shares on January
          11, 2011.

     *    On January 11, 2011 the Company issued  18,779,960 units consisting of
          one common share and one 12 month  warrant  exercisable  at $0.005 for
          the  market   price  of  $0.0025  per  unit  to  satisfy   $46,950  of
          subscriptions   payable.   The   warrants   were   valued   using  the
          Black-Scholes pricing model using a one year term, 289% volatility and
          a .28% risk free rate. The total value of the warrants is $113,044 and
          is recorded in additional paid in capital.

     *    On January  11,  2011 the Company  issued  4,000,000  shares of common
          stock with a market  value of $0.0025 per share to satisfy  $10,000 in
          subscriptions payable.

     *    On January 11, 2011 the Company issued 125,400,000 units consisting of
          one common share and one 12 month  warrant  exercisable  at $0.005 for
          $0.0025  per share or $313,500  cash  received  and  recorded as stock
          subscription payable during 2010.

     *    On January  11, 2011 the Company  issued  15,440,000  shares of common
          stock with a market  value of $0.0066 per share or $101,904 to satisfy
          $38,600 in operational  advances with the balance of $63,304  recorded
          as interest expense.

     *    On January  11, 2011 the Company  issued  17,940,000  shares of common
          stock with a market  value of $0.0066  per share or $118,404 in error.
          The  holder  has  agreed to return  the  shares  and the  Company  has
          recorded  them  as   subscriptions   receivable   until  returned  and
          cancelled.

     *    On January  11,  2011 the Company  issued  2,500,000  shares of common
          stock  with a market  value  of  $0.0066  per  share  or  $16,500  for
          consulting services.

     *    On January  25, 2011 the Company  issued  12,000,000  shares of common
          stock with a market  value of $0.007 or  $84,000 in error.  The holder
          has agreed to return the shares and the Company has  recorded  them as
          subscriptions receivable until returned and cancelled.

     *    On February 24, 2011 the Company  issued  10,000,000  shares of common
          stock  with a  market  value  of  $0.007  per  share  or  $70,000  for
          consulting services and is recorded in exploration expense.

                                       13
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


STOCK PAYABLE

During the quarter ended March 31, 2011,  the Company  entered into various note
payable agreements for the purchase of equipment.  As an incentive to enter into
these  notes,  the Company  agreed to issue  13,300,000  shares of common  stock
valued at $93,200 on the date of agreement which was recorded as stock payable.

During the first  quarter of 2011,  the Company  received  cash in the amount of
$27,000 for prepaid stock subscriptions at $0.0035 for the purchase of 7,714,285
units  consisting  of one  share  of  common  stock  and  one 12  month  warrant
exercisable  at $0.006 per share.  As of March 31, 2011 the shares have not been
issued and were recorded as stock payable.

OUTSTANDING WARRANTS

On October 18, 2010, the Company authorized the issuance of 100,000,000 one year
warrants exercisable at $0.0025 and 100,000,000 one year warrants exercisable at
$0.005 per share. The warrants were issued as consideration  for the acquisition
of Allied Mining and subsidiary. See Note 4 for further discussion. The warrants
were valued using the  Black-Scholes  pricing model using a one year term,  231%
volatility  and a .23%  risk  free  rate.  The total  value of the  warrants  is
$420,811.

On  January  11,  2011,  the  Company  issued   125,400,000  one  year  warrants
exercisable at $0.005 per share. The warrants were issued as  consideration  for
the cash purchase of an equal number of common shares at $0.0035 per share.

On January 11, 2011, the Company issued 18,779,960 one year warrants exercisable
at $0.005 per share. The warrants were issued as consideration to settle related
party  management  services.  The warrants  were valued using the  Black-Scholes
pricing model using a one year term,  231% volatility and a .28% risk free rate.
The total value of the warrants is $113,044.

During  the first  quarter  of 2011,  the  Company  issued  13,000,000  one year
warrants  exercisable  at  $0.005  per  share  and  300,000  one  year  warrants
exercisable  at $0.0075 per share.  The  warrants  were issued as  incentive  to
obtain equipment loans. The warrants were valued using the Black-Scholes pricing
model using a one year term,  289%  volatility and a risk free rate ranging from
..023% to .027%. The total value of the warrants is $81,577.

During the first quarter of 2011, the Company issued 7,714,285 one year warrants
exercisable  at $0.006 per share.  The  warrants  were issued as an incentive to
obtain cash purchase of common stock.

                                       14
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


OUTSTANDING WARRANTS (CONT.)

Information relating to warrant activity during the reporting period follows:

                  Warrants            Exercise          Expiration
                Outstanding             Price              Date
                -----------             -----              ----
                100,000,000             0.0025          11-Jan-2012

                100,000,000             0.005           11-Jan-2012

                125,400,000             0.005           11-Jan-2012

                 18,779,960             0.005           11-Jan-2012

                  5,000,000             0.005           25-Jan-2012

                  2,000,000             0.005           22-Feb-2012

                  5,000,000             0.005           28-Feb-2012

                    500,000             0.005           22-Mar-2012

                    300,000             0.0075          30-Mar-2012

                    500,000             0.005           31-Mar-2012

                  1,000,000             0.006           13-Mar-2012

                  5,714,285             0.006           22-Mar-2012

                  1,000,000             0.006           25-Mar-2012
                -----------

          Total 365,194,245
                ===========

On March 31, 2011 the Company had  warrants  outstanding  for the purchase of an
aggregate of 365,194,245 shares of its common stock, which are summarized in the
table below:

                                                              Weighted
                                                              Average
                                      Number of               Exercise
                                      Warrants                 Price
                                      --------                 -----
Total Warrants outstanding
 at December 31, 2010                200,000,000               0.00375
Plus:  Warrants Issued               165,194,245               0.00505
Less:  Warrants Exercised                     --                    --
Less: Warrants Expired                        --                    --
                                    ------------          ------------
Total Warrants outstanding
 at March 31, 2011                   365,194,245                0.0088
                                    ============          ============

                                       15
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


NOTE 8. RELATED PARTY TRANSACTIONS

Accruals - Related Party

Related Party  transactions  include accruals of unpaid  management and director
fees. Summary of balance follows:

Related Party-Accruals                               31-Mar-11       31-Dec-10
----------------------                               ---------       ---------
Management & Director Fees                           $  13,500       $      --
Accrued Interest                                            --              --
                                                     ---------       ---------

Total Related Party Accruals                         $  13,500       $      --
                                                     =========       =========

Operational Advances - Related Party

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

                                                     31-Mar-11       31-Dec-10
                                                     ---------       ---------
Operational Advances                                 $  71,516       $  83,991

NOTE 9. SUBSEQUENT EVENTS

On May 3, 2011 the Company  issued  1,000,000  common shares for $5,000 cash for
the exercise of 1,000,000 warrants.

On June 22, 2011 the Company issued  13,000,000  units  consisting of one common
share  and one 12 month  warrant  exercisable  at  $0.005  and  1,200,000  units
consisting of one common share and one 12 month warrant  exercisable  at $0.0075
as incentive to make equipment loans to the Company. Each unit was issued at the
market value of shares.

On June 22, 2011 the Company issued  1,200,000 units for cash at $0.025 per unit
with  each  unit  consisting  of one  common  share  and  one 12  month  warrant
exercisable  at $0.005 and  35,642,852  units for cash at $0.0035  per unit with
each unit consisting of one common share and one 12 month warrant exercisable at
$0.006.

On June 22, 2011 the Company issued  100,000,000  units consisting of one common
share and one 12 month  warrant  exercisable  at $0.007 for cash at $0.0035  per
unit. Upon exercise each original warrant will be issued an incentive warrant if
exercised within seven months.  The number of incentive warrants issued for each
original  warrant  exercised  will  decrease to 80%,  70%,  60%, 50%, and 40% if
exercised on the 8th,  9th,  10th,  11th or 12th month  respectively.  Incentive
warrants will be exercisable at a 30% discount of the preceding five day average
price per share.

                                       16
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011


NOTE 9. SUBSEQUENT EVENTS (CONT.)

During the third quarter 2011 the Company  issued  10,000,000  common shares for
the exercise of warrants at $0.0025 per share,  8,000,000  common shares for the
exercise of warrants at $0.005 per share,  3,000,000  common  shares for various
services at market price and 10,357,142  units for cash at $0.0035 per unit with
each unit consisting of one common share and one 12 month warrant exercisable at
$0.007 per share.

During the period ended November 30, 2011 the Company issued  22,000,000  common
shares to settle  $52,500  debt,  1,428,571  units at $0.0035 per unit with each
unit  consisting  of one common share and one 12 month  warrant  exercisable  at
$0.007 per share, 4,500,000 shares for consulting services at $0.0055 per share,
6,000,000  units at  $0.0055  per unit for  consulting  services  with each unit
consisting  of one common share and one 12 month warrant  exercisable  at $0.005
per share and  5,000,000  common  shares for cash in the exercise of warrants at
$0.0025 per share.

During the first quarter of 2012 the Company sold 20,978,571 units of restricted
company  shares and  warrants  for  $75,875.  During this same  quarter  current
shareholders exercised outstanding warrants paying $83,425 for 21,664,284 shares
for a grand total of 42,642,855 restricted shares.

                                       17
<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 subsidiaries, Mikite Gold
Resources Limited, a Ghanaian company and Allied Mining and Supply LLC, a Nevada
limited liability, unless otherwise stated.

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.

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.

NYINAHIN CONCESSION, GHANA:

We have commenced the exploration stage of our operations on Nyinahin but 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. This year's exploration is designed to confirm initial discoveries
of gold on our concession contained in a report that accompanied the purchase of
the property. A budget of $50,000 is committed to initiate this sampling
program. The program will commence in the second quarter of 2011. Alluvial
mining operations for gold have sprung up along the Offin River which runs
through the eastern portion of our concession, and surround this area of our
concession. Immediately adjacent on the east to the Nyinahin concession is the
Esaase-Jeni (Gyeni) properties, held by Keegan Resources of Canada. Prior to

                                       18
<PAGE>
Keegan's acquisition of the Bonte (now called Esaase) and the Jeni (Gyeni)
concessions, they were mined for alluvial gold by Bonte Gold Mines, a subsidiary
of Akrokeri-Ashanti Gold Mines of Canada.

The Nyinahin concession is located between two geological gold belts, the
Bibiani Belt to the west and the Asankrangwa to the east. The 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.

PAMPANA RIVER CONCESSION, SIERRA LEONE:

The Pampana River Concession is an alluvial mining concession consisting of
Exploration License No. EXPL 5/2009 which was issued to Allied Mining and Supply
Ltd. (AMS) on 12th August 2009. The license 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 km2. 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 South of the Sula Mountains in the Greenstone belt, around 120 miles
east of the capital, Freetown.

When we purchased the Pampana River Concession in 2010, Allied Mining and Supply
had been conducting exploration there for 2 years and had laid out a program to
exploit the newly discovered Rare Earth Elements in the heavy mineral sands that
exist in association with the gold. To further that program, we contracted to
purchase approximately $200,000 worth of dredges and associated support
equipment to deploy on the Pampana River directly to establish our ability to
recover the gold and other valuable minerals associated with the heavy mineral
sands. Our exploration budget for 2011 is $216,000.

Rare Earth Elements (REEs) are a unique group of chemical elements that exhibit
a range of special electronic, magnetic, optical and catalytic properties. REEs
are used in a wide range of alloys and compounds, and can greatly affect the
performance of complex engineered systems. They occur in a variety of chemical
forms and have a wide variety of applications, including the processing of
materials. REEs are used in components in engineered products, and their uses
include fluid cracking catalysts, automotive catalytic convertors, polishing
materials, permanent magnets, energy storage, phosphors, and glass additives. In
modern society, many of these uses are critical for high tech devices including
electronics, jet planes and rocks, and vital engineered components.

The Rare Earth Elements include the 15 elements of the Lanthanide Series,
(Atomic Numbers 57 through 71), and consist of Lanthanum, Cerium, Praseodymium,
Neodymium, Promethium, Samarium, Europium, Gadolinium, Terbium, Dysprosium,
Holmium, Erbium, Thulium, Ytterbium, and Lutetium. In addition, several
non-Lanthanides, which have similar or related properties and uses, are
sometimes classified with the REEs, and these include Yttrium, Niobium, and
Tantalum.

The Company intends to focus its efforts on our planned dredging operation on
the Pampana concession. We are also committed to purchasing three 8" dredges
from Gold Dredge Warehouse in Idaho to be deployed on the concession. These
custom dredges should process around 50-60 tons per hour each (150-180
tons/hour) and are designed specifically to capture even the finest gold,
gemstones and smaller diamonds as well as the light and heavy rare earths
(REEs). Additional dredges are planned to be deployed in Sierra Leone throughout
the next year pending operations needs and available funding.

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 23 of this quarterly
report.

                                       19
<PAGE>
Our unaudited financial statements are stated in United States dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

THREE MONTHS ENDED MARCH 31, 2011, MARCH 31, 2010 AND FROM INCEPTION (JANUARY
28, 2003) TO MARCH 31, 2011

                                                                  Inception
                               Three Months    Three Months   (January 28, 2003)
                                  Ended           Ended              to
                                 March 31,       March 31,        March 31,
                                   2011            2010             2011
                               ------------    ------------     ------------
Revenue                        $        Nil    $        Nil     $        Nil
Operating Expenses             $    389,894    $     85,533     $  1,676,959
Interest Expense -
 Related Party                 $    107,006    $      5,000     $  1,178,712
Net loss                       $   (496,900)   $    (90,533)    $ (2,855,671)

EXPENSES

Our operating expenses for the three months ended March 31, 2011 and March 31,
2010, and for the period from Inception ( January 28, 2003 ) and March 31, 2011
are outlined in the table below:

                                                               January 28, 2003
                                   Three Months Ended            (Inception)
                                        March 31,                to March 31,
                                   2011            2010             2012
                               ------------    ------------     ------------
General and administrative     $     50,522    $    11,033      $    247,060
Management salary              $     13,500    $    18,000      $    237,500
Management stock based
 compensation                  $    113,044    $       Nil      $    410,544
Rent - related party           $        Nil    $       Nil      $     37,500
Legal fees                     $      3,000    $       Nil      $     57,602
Professional fees              $     14,500    $    50,000      $    344,816
Exploration costs              $    195,328    $     6,500      $    341,937

Operating expenses for the three months ended March 31, 2011, increase by
approximately 356% as compared to the same period in 2010. The increase is
primarily as a result of an increase in general and administrative expenses,
management stock based compensation, legal fees, exploration costs, and related
party interest expenses.

Our expenses have increased by 356% as mentioned above. Two major factors for
this increase were the addition of the Allied management team, which includes on
the ground personnel in Sierra Leone. We have spent more this quarter than a
year ago. Some of the expense was paid with issuances of restricted common
stock. During the first quarter of 2011 we were also beginning our exploration
of the Sierra Leone concession. We had purchased dredges and other assets and
were getting in-place to begin the exploratory dredging phase, which would last
into July of 2011. The increase of $188,828 includes rents for our compound in
Sierra Leone, fees for our country director, purchase of supplies and travel for
the US personnel to go to Sierra Leone and back various times.

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.

                                       20
<PAGE>
EQUITY COMPENSATION

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

LIQUIDITY AND FINANCIAL CONDITION THREE MONTH COMPARISON

<TABLE>
<CAPTION>
Working Capital

                                                           At                   At
                                                        March 31,          December 31,           Increase/
                                                          2011                 2010              (Decrease)
                                                       ----------           ----------           ----------
<S>                                                    <C>                  <C>                  <C>
Current Assets                                         $  175,519           $  147,251               28,268
Current Liabilities                                    $  299,133           $   91,592              207,541
Working Capital (deficit)                              $ (123,614)          $   55,659             (179,273)

To facilitate the exploration of the Sierra Leone concession which the company
acquired when it acquired Allied, the Company purchased dredging equipment. The
increase in notes relates to this exploration equipment.

Cash Flows

                                                       Three Months        Three Months       January 28, 2003
                                                          Ended               Ended            (Inception) to
                                                        March 31,            March 31,            March 31,
                                                          2011                 2010                 2011
                                                       ----------           ----------           ----------
Net Cash (Used) by Operating Activities                $ (176,737)          $  (12,533)          $  742,880
Net Cash (Used) by Investing Activities                $ (103,800)          $      Nil           $ (168,515)
Net Cash Provided by Financing Activities              $  218,125           $   13,128           $  946,234
INCREASE (DECREASE) IN CASH DURING THE PERIOD          $  (62,412)          $      595           $   34,839
</TABLE>

After the Company purchased Allied in the fall of 2010 it raised funds to
continue the exploration of the Sierra Leone concession. Our actual cash
decreased from December 31, 2010 to March 31, 2011 by $62,412. This decrease is
due to the Company expending funds as the exploration phase began in earnest
with the funds previously raised.

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.

                                       21
<PAGE>
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.

EXPLORATION STAGE COMPANY

Our company complies with Accounting Standards Codification (ASC) Topic 915 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.

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

Our company has reviewed recently issued accounting pronouncements thru ASU
2011-09 and believes 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.

                                       22
<PAGE>
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 (our principal executive
officer, 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 the end of the quarter covered by this report, we carried out an
evaluation, under the supervision and with the participation of our president
(our principal executive officer, 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 (our
principal executive officer, 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 March 31, 2011 that have materially or
are reasonably likely to materially affect, our internal controls over financial
reporting.

                           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.

                                       23
<PAGE>
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, labor 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
mine on our property at economically viable costs. If we cannot accomplish these
objectives, our business could fail.

                                       24
<PAGE>
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.

                                       25
<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 $34,839 as of March 31, 2011. We had a
working capital deficit of $123,614 and incurred a net loss of $496,900 for the
three months ended March 31, 2011 and $2,855,671 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 11, 2011, 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.

                                       26
<PAGE>
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,
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.

                                       27
<PAGE>
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 December 15, 2010, the Company settled $47,500 in accounts payable through
the execution of a subscription to issue 19,000,000 shares of stock at $.0025.
The fair value was based on private subscriptions as the settlement was
finalized concurrent with the sale of stock to private investors The Company
issued the 19,000,000 shares on January 11, 2011. These securities were issued
pursuant to an exemption from registration relying on Regulation D.

On January 11, 2011 the Company issued 18,779,960 units consisting of one common
share and one 12 month warrant exercisable at $0.005 for the market price of
$0.0025 per unit to satisfy $46,950 of subscriptions payable. The warrants were
valued using the Black-Scholes pricing model using a one year term, 289%
volatility and a .28% risk free rate. The total value of the warrants is
$113,044 and is recorded in additional paid in capital. These securities were
issued pursuant to an exemption from registration relying on Regulation D.

On January 11, 2011 the Company issued 4,000,000 shares of common stock with a
market value of $0.0025 per share to satisfy $10,000 in subscriptions payable.
These securities were issued pursuant to an exemption from registration relying
on Regulation D.

On January 11, 2011 the Company issued 125,400,000 units consisting of one
common share and one 12 month warrant exercisable at $0.005 for $0.0025 per
share or $313,500 cash received and recorded as stock subscription payable
during 2010. These securities were issued pursuant to an exemption from
registration relying on Regulation D.

On January 11, 2011 the Company issued 15,440,000 shares of common stock with a
market value of $0.0066 per share or $101,904 to satisfy $38,600 in operational
advances with the balance of $63,304 recorded as interest expense. These
securities were issued pursuant to an exemption from registration relying on
Regulation D.

On January 11, 2011 the Company issued 17,940,000 shares of common stock with a
market value of $0.0066 per share or $118,404 in error. The holder has agreed to
return the shares and the Company has recorded them as subscriptions receivable
until returned and cancelled. These securities were issued pursuant to an
exemption from registration relying on Regulation D.

On January 11, 2011 the Company issued 2,500,000 shares of common stock with a
market value of $0.0066 per share or $16,500 for consulting services. These
securities were issued pursuant to an exemption from registration relying on
Regulation D.

On January 25, 2011 the Company issued 12,000,000 shares of common stock with a
market value of $0.007 or $84,000 in error. The holder has agreed to return the
shares and the Company has recorded them as subscriptions receivable until
returned and cancelled. These securities were issued pursuant to an exemption
from registration relying on Regulation D.

On February 24, 2011 the Company issued 10,000,000 shares of common stock with a
market value of $0.007 per share or $70,000 for consulting services and is
recorded in exploration expense. These securities were issued pursuant to an
exemption from registration relying on Regulation D.

                                       28
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

         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)

         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)

         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)

(21)     SUBSIDIARIES OF THE REGISTRANT

21.1     Allied Mining and Supply, LLC, a Nevada limited liability company

         Mikite Gold Resources Limited, a Ghanaian company

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

31.1*    Certification of the Principal Executive Officer, 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, Principal Financial
         Officer and Principal Accounting Officer filed pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

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

                                       29
<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.


Date: February 10, 2012                 By: /s/ Bryan Miller
                                            ------------------------------------
                                        Name:  Bryan Miller
                                        Title: President and Director (Principal
                                               Executive Officer, Principal
                                               Financial and Principal
                                               Accounting Officer)

                                       30