UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

|                                                                                                                                                                                                                                                                                                                                                         |                                                                                         |                                               |                           |     |  |  |  |  |  |  |  |  |  |  |  |      |     |      |    | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | --------------------------------------------- | ------------------------- | --- |  |  |  |  |  |  |  |  |  |  |  | ---- | --- | ---- | -- | 
|[X]                                                                                                                                                                                                                                                                                                                                                      | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the quarterly period ended                                                                                                                                                                                                                                                                                                                           | September 30, 2008                                                                     
|                                                                                                                                                                                                                                                                                                                                                         | 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                                                                                                                                                                                                                                                                                                                                                   |                                                                                         | N/A                                          
|(State or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                           |                                                                                         | (IRS Employer Identification No.)            
|8711 E. Paraiso Dr., SCOTTSDALE, ARIZONA                                                                                                                                                                                                                                                                                                                 | 85255                                                                                  
|(Address of principal executive offices)                                                                                                                                                                                                                                                                                                                 | (Zip Code)                                                                             
|(602) 740-1132                                                                                                                                                                                                                                                                                                                                          
|(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.
|[X]                                                                                                                                                                                                                                                                                                                                                      | 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                                                                                                                                                                                                                                                                                                                                    | [  ]                                                                                    | (Do not check if a smaller reporting company) | Smaller reporting company | [X]
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                         |                                                                                         |                                               |                           |     |  |  |  |  |  |  |  |  |  |  |  | [X]  | YES | [  ] | 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.                                                                                                                                                                                                                           
|51,297,500 common shares issued and outstanding as of November 14, 2008                                                                                                                                                                                                                                                                                 







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PART I - FINANCIAL INFORMATION



Item 1. Financial Statements.



The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended September 30, 2008 are not necessarily indicative of the results that may be expected for the full fiscal year.





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SUNERGY, INC.

(A Pre-exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

September 30, 2008

(Stated in US Dollars)

(Unaudited)















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SUNERGY, INC.

(A Pre-exploration Stage Company)

INTERIM BALANCE SHEETS

September 30, 2008 and December 31, 2007

(Stated in US Dollars)

(Unaudited)





|                                                                         |   | September 30, |   |   | December 31, |  
|------------------------------------------------------------------------ | - | ------------- | - | - | ------------ | -
|                                                                         |   | 2008          |   |   | 2007         |  
|ASSETS                                                                  
|Current                                                                  |   |               |   |   |              |  
|Cash                                                                     | $ | 35,413        |   | $ | 195          |  
|Prepaid expenses                                                         |   | -             |   |   | 2,712        |  
|                                                                        
|                                                                         | $ | 35,413        |   | $ | 2,907        |  
|                                                                        
|LIABILITIES                                                             
|                                                                        
|Current                                                                  |   |               |   |   |              |  
|Accounts payable and accrued liabilities  Notes 4 and 6                 | $ | 107,054       |   | $ | 89,042       |  
|Related party loans  Notes 4 and 6                                      |   | 33,218        |   |   | 79,234       |  
|                                                                        
|                                                                         |   | 140,272       |   |   | 168,276      |  
|                                                                        
|STOCKHOLDERS DEFICIENCY                                                
|                                                                        
|Common stock, $0.001 par value  Note 5                                  |   |               |   |   |              |  
|375,000,000 shares authorized                                            |   |               |   |   |              |  
|50,697,500 shares issued (2007: 50,697,500)                              |   | 50,698        |   |   | 50,698       |  
|Additional paid-in capital                                               |   | 16,550        |   |   | 16,550       |  
|Share subscriptions  Note 6                                             |   |               |   |   | -            |  
|                                                                         |   | 108,000       |   |   |              |  
|Deficit accumulated during the pre-exploration stage                     |   | (280,107      | ) |   | (232,617     | )
|                                                                        
|                                                                         |   | (104,859      | ) |   | (165,369     | )
|                                                                        
|                                                                         | $ | 35,413        |   | $ | 2,907        |  
|                                                                        
|Nature of Operations and Ability to Continue as a Going Concern  Note 2 |   |               |   |   |              |  
|Subsequent Events  Note 6                                               |   |               |   |  
|                                                                         |   |               |   |   |              |  



SEE ACCOMPANYING NOTES



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SUNERGY, INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the nine months ended September 30, 2008 and 2007 and

for the period January 28, 2003 (Date of Inception) to September 30, 2008

(Stated in US Dollars)

(Unaudited)





|                                  |   |                    |   |   |                   |   |   |               |   |   |            |   |   | (Cumulative)  |  
|--------------------------------- | - | ------------------ | - | - | ----------------- | - | - | ------------- | - | - | ---------- | - | - | ------------- | -
|                                  |   |                    |   |   |                   |   |   |               |   |   |            |   |   | January 28,   |  
|                                  |   |                    |   |   |                   |   |   |               |   |   |            |   |   | 2003 (Date of |  
|                                  |   | Three Months Ended |   |   | Nine Months Ended |   |   | Inception) to |  
|                                  |   | September 30,      |   |   | September 30,     |   |   | September 30, |  
|                                  |   | 2008               |   |   | 2007              |   |   | 2008          |   |   | 2007       |   |   | 2008          |  
|                                 
|Expenses                          |   |                    |   |   |                   |   |   |               |   |   |            |   |   |               |  
|Accounting and audit fees         | $ | 3,735              |   | $ | 3,975             |   | $ | 19,203        |   | $ | 12,290     |   | $ | 77,843        |  
|Bank charges                      |   | 32                 |   |   | 26                |   |   | 170           |   |   | 113        |   |   | 893           |  
|Consulting fees                   |   | -                  |   |   | -                 |   |   | -             |   |   | 5,000      |   |   | 5,000         |  
|Filing fees                       |   | 3,582              |   |   | 452               |   |   | 7,519         |   |   | 1,692      |   |   | 21,672        |  
|Interest  Note 4                 |   | 955                |   |   | 3,254             |   |   | 2,691         |   |   | 4,213      |   |   | 8,207         |  
|Legal fees                        |   | -                  |   |   | 3,000             |   |   | 3,000         |   |   | 3,000      |   |   | 11,920        |  
|Office and miscellaneous          |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 100           |  
|Management fees  Note 4          |   | 3,000              |   |   | 3,000             |   |   | 9,000         |   |   | 9,000      |   |   | 68,000        |  
|Mineral property costs            |   | 466                |   |   | -                 |   |   | 1,407         |   |   | -          |   |   | 12,472        |  
|Rent  Note 4                     |   | 1,500              |   |   | 1,500             |   |   | 4,500         |   |   | 4,500      |   |   | 34,000        |  
|                                 
|Net loss for the period           | $ | (13,270            | ) | $ | (15,207           | ) | $ | (47,490       | ) | $ | (39,808    | ) | $ | (240,107      | )
|                                 
|Basic and diluted loss per share  | $ | (0.00              | ) | $ | (0.00             | ) | $ | (0.00         | ) | $ | (0.00      | ) |   |               |  
|                                 
|Weighted average number of shares |   |                    |   |   |                   |   |   |               |   |   |            |   |   |               |  
|outstanding                       |   | 50,697,500         |   |   | 50,697,500        |   |   | 50,697,500    |   |   | 50,697,500 |   |   |               |  







SEE ACCOMPANYING NOTES



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SUNERGY, INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the nine months ended September 30, 2008 and 2007 and

for the period January 28, 2003 (Date of Inception) to September 30, 2008

(Stated in US Dollars)

(Unaudited)





|                                            |   |                   |   |   |               |   |   | (Cumulative)  |  
|------------------------------------------- | - | ----------------- | - | - | ------------- | - | - | ------------- | -
|                                            |   |                   |   |   |               |   |   | January 28,   |  
|                                            |   |                   |   |   |               |   |   | 2003 (Date of |  
|                                            |   | Nine Months Ended |   |   | Inception) to |  
|                                            |   | September 30,     |   |   | September 30, |  
|                                            |   | 2008              |   |   | 2007          |   |   | 2008          |  
|                                           
|Cash Flows Used in Operating Activities     |   |                   |   |   |               |   |   |               |  
|Net loss for the period                     | $ | (47,490           | ) | $ | (39,808       | ) | $ | (240,107      | )
|Add item not affecting cash:                |   |                   |   |   |               |   |   |               |  
|Accrued Interest                            |   | -                 |   |   | 2,648         |   |   | 3,298         |  
|Change in non-cash working capital balances |   |                   |   |   |               |   |   |               |  
|related to operations                       |   |                   |   |   |               |   |   |               |  
|Prepaid expenses                            |   | 2,712             |   |   | -             |   |   | -             |  
|Accounts payable and accrued liabilities    |   | 18,012            |   |   | 13,021        |   |   | 107,054       |  
|                                           
|Cash used in operating activities           |   | (26,766           | ) |   | (24,139       | ) |   | (129,755      | )
|                                           
|Cash Flows Provided by Financing Activities |   |                   |   |   |               |   |   |               |  
|Share Subscriptions                         |   | 108,000           |   |   | -             |   |   | 108,000       |  
|Decrease in bank indebtedness               |   | -                 |   |   | (9            | ) |   | -             |  
|Capital stock issued                        |   | -                 |   |   | -             |   |   | 23,950        |  
|Increase (decrease) in related party loans  |   | (46,016           | ) |   | 24,156        |   |   | 33,218        |  
|                                           
|Cash from financing activities              |   | 61,984            |   |   | 24,147        |   |   | 165,168       |  
|                                           
|Increase  in cash during the period         |   | 35,218            |   |   | 8             |   |   | 35,413        |  
|                                           
|Cash, beginning of the period               |   | 195               |   |   | -             |   |   | -             |  
|                                           
|Cash, end of the period                     | $ | 35,413            |   | $ | 8             |   | $ | 35,413        |  







SEE ACCOMPANYING NOTES



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SUNERGY, INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS DEFICIENCY

for the period January 28, 2003 (Date of Inception) to September 30, 2008

(Stated in US Dollars)

(Unaudited)





|                                  |               |   |           |   |            |   |              |   |          | Deficit     |   |          |          |  
|--------------------------------- | ------------- | - | --------- | - | ---------- | - | ------------ | - | -------- | ----------- | - | -------- | -------- | -
|                                  |               |   |           |   |            |   |              |   |          | Accumulated |   |          |          |  
|                                  |               |   |           |   |            |   |              |   |          | During the  |   |          |          |  
|                                  |               |   |           |   | Additional |   |              |   |          | Pre-        |   |          |          |  
|                                  | Common Shares |   | Paid-in   |   | Share      |   | Exploration  |   |          |             |  
|                                  | Number        |   | Par Value |   | Capital    |   | Subscription |   | Stage    |             |   | Total    |         
|                                 
|Capital stock issued for cash (1) |               |   |           |   |            |   |              |   |          |             |   |          |          |  
| at $0.001                       | 50,000,000    | $ | 50,000    | $ | -          | $ | -            | $ | (40,000  | )           | $ | 10,000   |         
| at $0.10                        | 697,500       |   | 50,698    |   | 13,252     |   |              | - |          | -           |   |          | 13,950   |  
|Net loss for the period           | -             |   | -         |   | -          |   |              | - |          | (30,313     | ) |          | (30,313  | )
|                                 
|Balance, as at December 31, 2003  | 50,697,500    |   | 40,698    |   | 13,252     |   |              | - |          | (70,313     | ) |          | (6,363   | )
|Contributed interest              | -             |   | -         |   | 401        |   |              | - |          | -           |   |          | 401      |  
|Net loss for the year             | -             |   | -         |   | -          |   |              | - |          | (41,362     | ) |          | (41,362  | )
|                                 
|Balance, as at December 31, 2004  | 50,697,500    |   | 50,698    |   | 13,653     |   |              | - |          | (111,675    | ) |          | (47,324  | )
|Contributed interest              | -             |   | -         |   | 938        |   |              | - |          | -           |   |          | 938      |  
|Net loss for the year             | -             |   | -         |   | -          |   |              | - |          | (26,093     | ) |          | (26,093  | )
|                                 
|Balance, as at December 31, 2005  | 50,697,500    |   | 50,698    |   | 14,591     |   |              | - |          | (137,768    | ) |          | (72,479  | )
|Contributed interest              | -             |   | -         |   | 1,959      |   |              | - |          | -           |   |          | 1,959    |  
|Net loss for the year             | -             |   | -         |   | -          |   |              | - |          | (39,746     | ) |          | (39,746  | )
|                                 
|Balance, as at December 31, 2006  | 50,697,500    |   | 50,698    |   | 16,550     |   |              | - |          | (177,514    | ) |          | (110,266 | )
|Net loss for the period           | -             |   | -         |   | -          |   |              | - |          | (55,103     | ) |          | (55,103  | )
|                                 
|Balance, as at December 31, 2007  | 50,697,500    |   | 50,698    |   | 16,550     |   |              | - |          | (232,617    | ) |          | (165,369 | )
|Shares subscriptions received     | -             |   | -         |   | -          |   | 108,000      |   | -        |             |   | 108,000  |         
|Net loss for the period           | -             |   | -         |   | -          |   | -            |   | (47,490  | )           |   | 47,490   |         
|                                 
|Balance, as at June 30, 2008      | 50,697,500    | $ | 50,698    | $ | 16,550     | $ | 108,000      | $ | (280,107 | )           | $ | (104,859 | )       



(1) The number of shares issued and outstanding was retroactively restated to reflect a 5 for 1 forward stock split, effective October 7, 2008.  The par value of the share issuances is adjusted to reflect the restated par value of each share issuance.  The corresponding adjustment is charged to additional paid-in capital, except where the adjustment would be negative, in which case the adjustment is recorded in Deficit accumulated during the pre-exploration stage.





SEE ACCOMPANYING NOTES



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SUNERGY, INC.

(A Pre-exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2008

(Stated in US Dollars)

(Unaudited)





Note 1

Interim Reporting



The accompanying unaudited interim financial statements have been prepared by Sunergy, Inc. (the Company) pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.  In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2007, as filed with the United States Securities and Exchange Commission.  The results of operations for the nine months ended September 30, 2008 are not indicative of results that may be expected for the full year.



Note 2

Nature of Operations and Ability to Continue as a Going Concern



These interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At September 30, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $280,107 since its inception, has a working capital deficiency of $104,859 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Companys ability to continue as a going concern.  The Companys ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.  Since inception, the Company has funded operations through common stock issuances and related party loans.









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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 2









Note 3

Mineral Property



Hummingbird Claim



By a mineral property staking and sales agreement dated April 10, 2003, the Company acquired a 100% undivided right, title and interest in and to the Hummingbird Claims located in the province of British Columbia, Canada by the payment of $3,450.



Note 4

Related Party Transactions



The Company was charged management fees and rent and interest on a loan provided by a directors of the Company as follows:



| |                 |   |                    |   |                   |   |               |   |        |   | January 28,  
| | --------------- | - | ------------------ | - | ----------------- | - | ------------- | - | ------ | - | -------------
| |                 |   |                    |   |                   |   |               |   |        |   | 2003 (Date of
| |                 |   | Three Months Ended |   | Nine Months Ended |   | Inception to)
| |                 |   | September 30,      |   | September 30,     |   | September 30,
| |                 |   | 2008               |   | 2007              |   | 2008          |   | 2007   |   | 2008         
| |                
| | Interest        | $ | 955                | $ | 3,254             | $ | 2,564         | $ | 4,213  | $ | 8,080        
| | Management fees |   | 3,000              |   | 3,000             |   | 9,000         |   | 9,000  |   | 68,000       
| | Rent            |   | 1,500              |   | 1,500             |   | 4,500         |   | 4,500  | $ | 34,000       
| |                
| |                 | $ | 5,455              | $ | 7,754             | $ | 16,064        | $ | 17,713 | $ | 110,080      



These charges were measured by the exchange amount which is the amount agreed upon by the transacting parties.



Included in accounts payable and accrued liabilities is $64,750 (December 31, 2007:  $52,200) owing to directors of the Company for unpaid rent and management fees.



Included in the related party loan is $8,593 (December 31, 2007: $55,564) due to directors of the Company which bears interest of 5% per annum, is unsecured and has no specific terms for repayment and 24,625 (December 31, 2007: $23,670) is unsecured, non-interest bearing and has no specific terms for repayment.







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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 3







Note 5

Stockholders Equity



On September 16, 2008, the Companys Board of Directors approved a 5 for 1 forward stock split which was effective on October 7, 2008 with the filing of a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada.  The effect of this forward stock split was to increase the authorized share capital from 75,000,000 shares of common stock, par value $0.001, to 375,000,000 shares of common stock, par value $0.001 and to increase the issued and outstanding shares of common stock from 10,139,500 common shares to 50,697,500 common shares.  The number of common shares issued and outstanding has been retroactively restated to reflect this forward stock split.



Note 6

Subsequent Events



a)

On October 10 2008, the Company agreed to issue 600,000 units at $0.25 per unit for gross proceeds of $150,000.  Each unit consists of one common share and one common share purchase warrant.  Each warrant entitles the holder to purchase one share of common stock at $0.25 per share.  These warrants expire in twenty-four months from the date of issue. Included in share  subscriptions at September  30, 2008 is $108,000 in proceeds  relating to this share  issuance.   On October 6, 2008, the Company received the remaining $42,000 of  proceeds.



b)

By a mining acquisition agreement dated October 31, 2008, the Company agreed to acquire a 100% interest in a mineral concession located in the Ashanti region of Ghana, known s the Nyinahin concession, in consideration of $1,000,000 consisting of:



i)

$50,000 to be paid within 5 days of the effective date of the agreement ($12,500 paid);



ii)

$200,000 by December 31, 2008;



iii)

$250,000 by April 30, 2009;



iv)

2,000,000 common shares of the Company, to be issued once the $50,000 noted above has been paid;



c)

Subsequent to September  30, 2008, the Company repaid $52,700 in related party loans and accounts payable outstanding.









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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 shares" 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., unless otherwise stated.



Corporate Overview

We were incorporated in the State of Nevada, USA, on January 28, 2003. We are in a pre-exploration stage of the exploration of our mineral property, called the Hummingbird Claims, located in the Province of British Columbia, Canada.

On September 12, 2008, Lorne Lilley resigned as treasurer, secretary and a director of our company and Christian Brule resigned as president of our company. As a result of these resignations, George Polyhronopolous and Joseph B. Guerrero were elected directors of our company. On the same date Mr. Polyhronopolous was appointed secretary and treasurer of our company and Mr. Guerrero was elected president. Our board of directors now consists of Christian Brule, George Polyhronopolous and Joseph Guerrero.

On September 16, 2008, our board of directors approved a one (1) old for five (5) new forward stock split of our authorized and issued and outstanding shares of common stock. The certificate of change was filed with the Nevada Secretary of State on September 23, 2008, effective October 7, 2008. Following the stock spilt our authorized capital has increased from 75,000,000 shares of common stock with a par value of $0.001 to 375,000,000 shares of common stock with a par value of $0.001.







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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 2





We have issued five (5) shares of common stock in exchange for every one (1) share of common stock issued and outstanding.  This has increased our issued and outstanding share capital from 10,139,500 shares of common stock to 50,697,500 shares of common stock.

On October 31, 2008, we entered into an agreement with General Metals Corporation (OTCBB:GNMT) for the acquisition of its 100% owned Nyinahin Mining Concession located in Ghana, West Africa.

Nyinahin Mining Concession

The property shares borders with several major mining companies, including Newmont Mining, Napoli Gold and Dunkwa Continental Goldfields.  The licence allows for the exploration and mining of gold, silver, base metals and diamonds. About 80% of the Nyinahin Concession lies to the west of the Offin River within the Ashanti Region of Ghana. There are several historical pits and adits with a strong clustering of artisan pits located along the Offin River. Three old gold prospects exist on the concession. The property is accessed via the main Kumasi-Bibiani trunk road. It falls under the jurisdiction of the Atwima Mponua District Assembly with headquarters at Nyinahin.



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

The consideration for the acquisition of theNyinahin Mining Concessionis $1 million, which is to consist of$500,000 in cash, which shall be payable as follows: (i) $50,000 which is to be provided within 5 days of the effective date of the agreement with General Metals,  (ii) $200,000 which is to be provided by December 31, 2008, and (iii) the balance of $250,000 which is to be provided by April 30, 2009; and 2,000,000 restricted shares of common stock of Sunergy, at a deemed value of $0.25 per share.

Our plan of operation for the twelve months following the date of this quarterly report is to complete the recommended grid establishment, line cutting, soil sampling and mapping on the Hummingbird property and to complete the terms of the acquisition agreement with General Metals Corporation.







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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 3





Results of Operations

Three month Summary ending September 30, 2008 and 2007



|                   | Three Months Ended
|------------------ | ------------------
|                   | September 30      
|                   |                   
|Revenue            | $                 
|Operating Expenses | $                 
|Net Loss           | $                 

Expenses

Our operating expenses for the three month periods ended September 30, 2008 and September 30, 2007 are outlined in the table below:



|                          |   | Three Months Ended
|------------------------- | - | ------------------
|                          |   | September 30      
|                          |   | 2008              
|Accounting and audit fees | $ | 3,735             
|Bank charges              | $ | 32                
|Consulting fees           | $ | Nil               
|Filing fees               | $ | 3,582             
|Interest                  | $ | 955               
|Legal fees                | $ | Nil               
|Office and miscellaneous  | $ | Nil               
|Management fees           | $ | 3,000             
|Mineral property costs    | $ | 466               
|Rent                      | $ | 1,500             

Operating expenses for the three months ended September 30, 2008, decreased by 12.74% as compared to the comparative period in 2007 primarily as a result of a decrease in legal fees and interest expense.







---

Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 4





Nine month Summary ending September 30, 2008 and 2007



|                   |   | Nine Months Ended
|------------------ | - | -----------------
|                   |   | September 30     
|                   |   | 2008             
|Revenue            | $ | Nil              
|Operating Expenses | $ | 47,490           
|Net Loss           | $ | 47,490           

Expenses

Our operating expenses for the nine month periods ended September 30, 2008 and September 30, 2007 are outlined in the table below:



|                          |   | Nine Months Ended
|------------------------- | - | -----------------
|                          |   | September 30     
|                          |   | 2008             
|Accounting and audit fees | $ | 19,203           
|Bank charges              | $ | 170              
|Consulting fees           | $ | Nil              
|Filing fees               | $ | 7,519            
|Interest                  | $ | 2,691            
|Legal fees                | $ | 3,000            
|Office and miscellaneous  | $ | Nil              
|Management fees           | $ | 9,000            
|Mineral property costs    | $ | 1,407            
|Rent                      | $ | 4,500            

Operating expenses for the nine months ended September 30, 2008, increased by 19.30% as compared to the comparative period in 2007 primarily as a result of an increase in filing fees and accounting and audit fees.

Revenue



We did not earn any revenues during the period ending September 30, 2008. We do not anticipate earning revenues until such time as we have entered into commercial production on the Hummingbird property. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property, or if such minerals are discovered, that we will enter into commercial production.

Equity Compensation

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







---

Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 5





Liquidity and Financial Condition



|Working Capital           |   |           |   |   |          |   |            |   
|------------------------- | - | --------- | - | - | -------- | - | ---------- | --
|                          |   | At        |   |   |          |   |            |   
|                          |   | September |   |   | At       |   | Percentage |   
|                          |   | 30,       |   |   | Dec. 31, |   | Increase/  |   
|                          |   | 2008      |   |   | 2007     |   | Decrease   |   
|Current Assets            | $ | 35,413    |   | $ | 2,907    |   | 1118.20    | % 
|Current Liabilities       | $ | 140,272   |   | $ | 168,276  |   | (16.64     | %)
|Working Capital (deficit) | $ | (104,859  | ) | $ | (165,369 | ) | (36.54     | %)



|Cash Flows                                |   |               |   |   |               |  
|----------------------------------------- | - | ------------- | - | - | ------------- | -
|                                          |   | Nine Months   |   |   | Nine Months   |  
|                                          |   | Ended         |   |   | Ended         |  
|                                          |   | September 30, |   |   | September 30, |  
|                                          |   | 2008          |   |   | 2007          |  
|Net Cash Used in Operating Activities     | $ | (26,766       | ) | $ | (24,139       | )
|Net Cash Provided by Investing Activities |   | $ Nil         |   |   | $ Nil         |  
|Net Cash Provided by Financing Activities | $ | 61,984        |   | $ | 24,147        |  
|Increase in Cash During the Period        | $ | 35,218        |   | $ | 8             |  



On October 10 2008, we agreed to issue 600,000 units at a purchase price of $0.25 per unit for gross proceeds of $150,000 to three subscribers.  Each unit consists of one common share and one common share purchase warrant.  Each warrant entitling the holder to purchase one share of our common stock at a price of $0.25 per share for a period of 24 months from the date of issuance.  An aggregate of 400,000 units were issued to two U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933 and 200,000 units were issued to one non-U.S. person (as that term is defined in Regulation S promulgated under the Securities Act of 1933) relying on the exemption from registration provided by Regulation S and/or Section 4(2) of the Securities Act of 1933.

Contractual Obligations

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

Going Concern

In their audit report relating to our financial statements for the period ended December 31, 2007, our independent accountants indicated that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our net loss position, our failure to attain profitable operations and our dependence upon obtaining adequate financing. All of these factors continue to exist and raise doubt about our status as a going concern.







---

Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 6





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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Our financial statements are based on the selection and application of generally accepted accounting principles, which require us to make estimates and assumptions about future events that affect the amounts reported in our financial statements and the accompanying notes. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our financial statements. We believe that our policies may involve a higher degree of judgment and complexity in their application than our other accounting policies and represent the critical accounting policies used in the preparation of our financial statements. If different assumptions or conditions were to prevail, the results could be materially different from our reported results. Our significant accounting policies are presented in the notes to our financial statements.

When we prepare our financial statements, we use estimates and assumptions that may affect reported amounts and disclosures. We base these estimates on historical results and various other assumptions believed to be reasonable, the results of which form the basis for making estimates concerning the carrying value of assets and liabilities that are not readily available from other sources. Actual results could differ from the amounts previously estimated, which were based on the information available at the time the estimates were made. Changes in estimates are recorded if and when better information becomes available.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make an assumption about a matter that was highly uncertain at the time the estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of a different estimate that we reasonably could have used in the current period, could have a material impact on our consolidated results of operations or financial condition.

As we are currently a pre-development stage company, with no revenues, we do not yet have an Audit Committee.







---

Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 7





New Accounting Pronouncements

In December 2007, the FASB issued FASB Statement No. 141 (revised 2007),Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This Statements scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. By applying the same method of accountingthe acquisition methodto all transactions and other events in which one entity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports.

This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. That replaces Statement 141s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values.

This Statement applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquirer), including those sometimes referred to as true mergers or mergers of equals and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. This Statement applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. It does not apply to: (a) The formation of a joint venture, (b) The acquisition of an asset or a group of assets that does not constitute a business, (c) A combination between entities or businesses under common control, (d) A combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

In December 2007, the FASB issued FASB Statement No. 160  Non-controlling Interests in Consolidated Financial Statements  an amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary.

This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity.







---

Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 8





A non-controlling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require: (a) The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parents equity, (b) The amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income, (c)  Changes in a parents ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. A parents ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions, (d) When a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any non-controlling equity investment rather than the carrying amount of that retained investment, (e) Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners.

This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying consolidated financial statements.

Item 3.  Quantitative Disclosures About Market Risks

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



Item 4T.  Controls and Procedures.



Managements Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer) and our treasurer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.







---

Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 9





As of September 30, 2008, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer) and our treasurer (who is acting as our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer) and our treasurer (who is acting as our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Managements Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with managements authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Our management has concluded that, as of September 30, 2008, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. 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.







---

Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 10





Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during our quarter ended September 30, 2008 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.

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.

Risks Associated With Mining

Our property is in the pre-exploration stage. There is no assurance that we can establish the existence of any mineral resource on our property 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 property, 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.







---

Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 11





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

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

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral property or for the construction and operation of a mine on our property at economically viable costs. If we cannot accomplish these objectives, our business could fail.

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

If we establish the existence of a mineral resource on our property 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.







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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 12





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 involves 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.

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.







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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 13





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 our mineral property and build and operate a mine. We had cash in the amount of $37as of September 30, 2008. At September 30, 2008, we had a working capital deficit of $210,842. We incurred a net loss of $11,253for the three months ended September 30, 2008 and $238,090 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 property, 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 3, 2008, 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.







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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 14





Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board 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 OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board 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 OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board 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.







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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 15





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s requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Other Risks

Trends, Risks and Uncertainties

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

Item 5.  Other Information

On October 31, 2008, we entered into an agreement with General Metals Corporation (OTCBB:GNMT) for the acquisition of its 100% owned Nyinahin Mining Concession located in Ghana, West Africa.

Nyinahin Mining Concession

The property shares borders with several major mining companies, including Newmont Mining, Napoli Gold and Dunkwa Continental Goldfields.  The licence 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.







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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 16





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

The consideration for the acquisition of theNyinahin Mining Concessionis $1 million, which is to consist of$500,000 in cash, which shall be payable as follows: (i) $50,000 which is to be provided within 5 days of the effective date of the agreement with General Metals,  (ii) $200,000 which is to be provided by December 31, 2008, and (iii) the balance of $250,000 which is to be provided by April 30, 2009; and 2,000,000 restricted shares of common stock of Sunergy, at a deemed value of $0.25 per share.

Item 6.  Exhibits.

Exhibits required by Item 601 of Regulation S-K

|               |                                                                                                                                                                       
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number | Description                                                                                                                                                           
|(3)            | Articles of Incorporation and By-laws                                                                                                                                 
|3.1            | Articles of Incorporation  (incorporated by reference from our Registration Statement on Form SB-2 filed on February 23, 2004)                                        
|3.2            | Bylaws  (incorporated by reference from our Registration Statement on Form SB-2 filed on February 23, 2004)                                                           
|(10)           | Material Contracts                                                                                                                                                    
|10.1           | Mineral Property Staking and Purchase Agreement dated April 10, 2003 (incorporated by reference from our Registration Statement on Form SB-2/A filed on June 30, 2004)
|(31)           | Rule 13a-14(d)/15d-14(d) Certifications                                                                                                                               
|31.1*          | Section 302 Certification of Principal Executive Officer                                                                                                              
|31.2*          | Section 302 Certification of Principal Accounting Officer and Principal Financial Officer.                                                                            
|(32)           | Section 1350 Certifications                                                                                                                                           
|32.1*          | Section 906 Certification of Principal Executive Officer                                                                                                              
|32.2*          | Section 906 Certification of Principal Accounting Officer and Principal Financial Officer.                                                                            

*

Filed herewith









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Sunergy, Inc.

(A Pre-exploration Stage Company)

Notes to the Interim Financial Statements

September 30, 2008

(Stated in US Dollars)

(Unaudited)  Page 17





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.



|                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------
|/s/ Joseph B. Guerrero                                                                                               
|By: Joseph B. Guerrero, President
and Director 
(Principal Executive Officer)                                        
|Dated:  November 14, 2008                                                                                            
|                                                                                                                     
|/s/ George Polyhronopolous                                                                                           
|By: George Polyhronopolous,
Treasurer, Secretary and Director
(Principal Financial Officer) 
Dated: November 14, 2008