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

                                   Form 10-Q/A

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

    For the quarterly period ended March 31, 2011

                                       or

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

    For the transition period from ______________ to ______________

                        Commission File Number 000-52767

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

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [ ] YES [ ] NO

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

1,521,032,117 common shares issued and outstanding as of February 23, 2012.
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The interim financial  statements  included herein are unaudited but reflect, in
management's  opinion,  all  adjustments,  consisting  only of normal  recurring
adjustments that are necessary for a fair presentation of our financial position
and the results of our operations for the interim periods presented.  Because of
the nature of our business,  the results of operations for the quarterly  period
ended March 31, 2011 are not  necessarily  indicative of the results that may be
expected for the full fiscal year.

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

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

CURRENT ASSETS
  Cash and cash equivalents                                         $     34,839           $     97,251
  Deposits                                                                    --                 50,000
  Prepaid financing cost                                                  27,768                     --
                                                                    ------------           ------------
      TOTAL CURRENT ASSETS                                                62,607                147,251
                                                                    ------------           ------------
LONG TERM ASSETS
  Exploratory properties                                               1,753,497              1,753,497
  Property and equipment                                                 190,941                  2,254
                                                                    ------------           ------------

      TOTAL ASSETS                                                  $  2,007,045           $  1,903,002
                                                                    ============           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                          $      7,601           $      7,601
  Accruals - related party                                                13,500                     --
  Operational advances - related party                                    71,516                 83,991
  Notes payable-(net of $30,984 unamortized discount)                    206,516                     --
  Total current liabilities                                              299,133                 91,592
                                                                    ------------           ------------
      TOTAL LIABILITIES                                                  299,133                 91,592
                                                                    ------------           ------------
STOCKHOLDERS' EQUITY
  Common Stock, authorized
    3,750,000,000 shares, par value $0.001, issued and
     outstanding on March  31, 2011 and December 31, 2010
     is  1,271,257,840 and 1,046,197,880, respectively                 1,271,258              1,046,198
  Additional paid in capital                                           3,046,712              2,709,122
  Subscriptions payable                                                   61,550                414,861
  Subscriptions receivable                                               (74,850)                    --
  Accumulated deficit during exploration  stage                       (2,596,758)            (2,358,771)
                                                                    ------------           ------------
      TOTAL STOCKHOLDERS' EQUITY                                       1,707,912              1,811,410
                                                                    ------------           ------------

      TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY                   $  2,007,045           $  1,903,002
                                                                    ============           ============
</TABLE>


        The accompanying notes are an integral part of these statements.

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

<TABLE>
<CAPTION>
                                                                                             From Inception
                                                             Quarter Ended                 January 28, 2003 to
                                                                March 31,                       March 31,
                                                      2011                  2010                  2011
                                                 --------------        --------------        --------------
                                                   (restated)                                  (restated)
<S>                                              <C>                   <C>                   <C>
INCOME                                           $           --        $           --        $           --
                                                 --------------        --------------        --------------
OPERATING EXPENSES
  General and administrative                             50,522                11,033               247,060
  Management salary                                      13,500                18,000               237,500
  Management stock based compensation                        --                    --               297,500
  Rent-related party                                         --                    --                37,500
  Legal fees                                              3,000                    --                57,602
  Professional fees                                      14,500                50,000               344,816
  Exploration costs                                     140,078                 6,500               286,687
                                                 --------------        --------------        --------------
TOTAL EXPENSES                                          221,600                85,533             1,508,665
                                                 --------------        --------------        --------------
Net loss from operations                               (221,600)              (85,533)           (1,508,665)
                                                 --------------        --------------        --------------
OTHER EXPENSES
  Interest expense-related party                        (16,387)               (5,000)           (1,088,093)
                                                 --------------        --------------        --------------
TOTAL OTHER EXPENSES                                    (16,387)               (5,000)           (1,088,093)
                                                 --------------        --------------        --------------

NET LOSS                                         $     (237,987)       $      (90,533)       $   (2,596,758)
                                                 ==============        ==============        ==============

LOSS PER SHARE-BASIC                             $        (0.00)       $        (0.00)
                                                 ==============        ==============

WEIGHTED AVERAGE NUMBER OF SHARES-BASIC           1,243,750,512           537,975,000
                                                 ==============        ==============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>
                                  SUNERGY, INC.
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                        From Inception
                                                                           Quarter Ended              January 28, 2003 to
                                                                              March 31,                   March 31,
                                                                      2011                2010               2011
                                                                  ------------        ------------       ------------
                                                                   (restated)                             (restated)
<S>                                                               <C>                 <C>                <C>
OPERATING ACTIVITIES
  Net loss                                                        $   (237,987)       $    (90,533)      $ (2,596,758)
  Adjustments to reconcile net loss to cash used
   in operating activities:
     Amortized prepaid expense                                              --                  --            200,000
     Depreciation                                                          113                  --                113
     Management stock based compensation                                    --                  --            340,700
     Stock based consulting expense                                     25,000              50,000             25,000
     Non cash interest expense                                          16,387                  --          1,050,015
     Advisory service expense                                            6,250                  --              6,250
     Changes in assets and liabilities
     Increase in accruals-related party                                 13,500              28,000            231,800
                                                                  ------------        ------------       ------------
           NET CASH USED BY OPERATING ACTIVITIES                      (176,737)            (12,533)          (742,880)

INVESTMENT ACTIVITIES
  Acquisition of property and equipment                               (103,800)                 --           (168,554)
  Cash acquired through acquisition of subsidiary                           --                  --                 39
                                                                  ------------        ------------       ------------
           CASH USED BY INVESTMENT ACTIVITIES                         (103,800)                 --           (168,515)

FINANCING ACTIVITIES
  Proceeds from sale of common stock                                    27,000                  --            657,850
  Proceeds from notes payable                                          165,000                  --            165,000
  Contributed capital                                                       --               4,000             13,268
  Operational advances                                                  26,125               9,128            110,116
                                                                  ------------        ------------       ------------
           CASH PROVIDED BY FINANCING ACTIVITIES                       218,125              13,128            946,234
                                                                  ------------        ------------       ------------
Net increase/(decrease) in cash                                        (62,412)                595             34,839
Cash and cash equivalents, beginning of period                          97,251                  54                 --
                                                                  ------------        ------------       ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                          $     34,839        $        649       $     34,839
                                                                  ============        ============       ============
SUPPLEMENTAL DISCLOSURE CASH FLOWS FOR:
  Interest                                                        $         --        $         --       $         --
                                                                  ------------        ------------       ------------
  Income taxes                                                    $         --        $         --       $         --
                                                                  ------------        ------------       ------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING:
  Stock issued to settle operational advances                     $    (38,601)       $         --       $   (703,003)
                                                                  ------------        ------------       ------------
  Debt issued to acquire assets                                   $         --        $         --       $    487,500
                                                                  ------------        ------------       ------------
  Stock issued to acquire assets                                  $         --        $         --       $   (500,000)
                                                                  ------------        ------------       ------------
  Assets acquired through acquisition of subsidiary               $         --        $         --       $   (753,497)
                                                                  ------------        ------------       ------------
  Liabilities assumed through acquisition of subsidiary           $         --        $         --       $     42,725
                                                                  ------------        ------------       ------------
  Shares issued to acquire subsidiary                             $         --        $         --       $    290,000
                                                                  ------------        ------------       ------------
  Warrants issued to acquire subsidiary                           $         --        $         --       $    420,811
                                                                  ------------        ------------       ------------
  Shares and warrants issued for financing cost                   $     34,550        $         --       $     34,550
                                                                  ------------        ------------       ------------
  Deposit applied toward acquisition of property and equipment    $     50,000        $         --       $     50,000
                                                                  ------------        ------------       ------------
  Note issued for acquisition of property and equipment           $     35,000        $         --       $     35,000
                                                                  ------------        ------------       ------------
</TABLE>

        The accompanying notes are an integral part of these statements.

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

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

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

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

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

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which  in the  opinion  of  management,  are  necessary  for  fair
presentation of the information  contained  therein.  It is suggested that these
interim  financial   statements  be  read  in  conjunction  with  the  financial
statements of the Company for the year ended December 31, 2010 and notes thereto
included in the  Company's  10-K annual report and all  amendments.  The Company
follows the same accounting policies in the preparation of interim reports.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The relevant accounting policies and procedures are listed below.

Principles of Consolidation

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

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

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

Cash and Cash Equivalents

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

Accounting Basis

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

Revenue Recognition

Revenues from services are  recognized  when there is persuasive  evidence of an
arrangement,  the fee is fixed or  determinable,  services  have been  rendered,
payment has been  contractually  earned and it is  reasonably  assured  that the
related  receivable  or  unbilled  revenue  is  collectable.  There have been no
revenues since inception.

Earnings per Share

Basic  earnings-per-share  excludes  dilution  and is computed  by dividing  net
income (loss) by the weighted-average  common shares outstanding for the period.
Diluted  earnings per share reflects the potential  dilution that could occur if
securities or other  contracts to issue common stock were exercised or converted
into common  stock or resulted in the  issuance of common stock that then shared
in the  earnings of the entity.  The Company  has  potentially  dilutive  common
shares consisting of warrants,  which are excluded from the diluted earnings per
share computation in periods where the Company has incurred a net loss.

Use of Estimates

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

Income Taxes

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets,  including tax loss and credit  carryforwards,  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered  or settled.  The effect on deferred tax assets and  liabilities  of a


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

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

Income Taxes-Cont.

change in tax rates is  recognized  in income in the period  that  includes  the
enactment  date.  Deferred  income tax expense  represents the change during the
period in the deferred tax assets and deferred tax  liabilities.  The components
of the  deferred  tax assets and  liabilities  are  individually  classified  as
current and non-current based on their characteristics.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,  it is more
likely than not that some  portion or all of the deferred tax assets will not be
realized.

Stock Based Compensation

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

Exploration Stage Company

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

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

Mineral Property Costs

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

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

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

Environmental Costs

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

Asset Retirement Obligation

The Company records asset retirement obligations as a liability in the period in
which a legal obligation  associated with the retirement of tangible  long-lived
assets result from the acquisition,  construction, development and/or normal use
of the assets.  At March 31, 2011,  the Company had not  undertaken any drilling
activity  on  its  properties  and  had  not  incurred  significant  reclamation
obligations.  Consequently  no asset  retirement  obligation  was accrued in the
financial  statements  for the three month  period  ended March 31, 2011 and the
year ended December 31, 2010.

Property, Plant and Equipment

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

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

Impairment of Long-Lived Assets

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

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

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

Impairment of Long-Lived Assets-Cont.

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

Recent Accounting Guidance Not Yet Adopted

The Company has reviewed  recently  issued  accounting  pronouncements  thru ASU
2011-09  and  believes  none will  have any  material  impact  on our  financial
statements.

NOTE 3. RESTATEMENT

As a result of the review of the Company's  valuation  methods for shares issued
during the quarter ended March 31, 2011 the Company  discovered that shares were
improperly valued using a unit of measurement that was not equivalent. Since the
Company had a Caveat Emptor, the Company does not believe the free trading stock
market price is a reasonable measurement for the restricted shares being issued.
As such  management  revalued the various stock  transactions  issued during the
quarter  based on private sales of the  Company's  restricted  stock as this was
deemed  to be a level 1  equivalent  unit of  measurement.  The  following  is a
summary of the effect on restatement:

The effect of the restatement on financial position as of March 31, 2011:

<TABLE>
<CAPTION>
                                                    Reported             As Previously            Restated
                                                    March 31,             Restatement             March 31,
                                                      2011                Adjustment                2011
                                                  ------------           ------------           ------------
<S>                                               <C>                    <C>                    <C>
Prepaid financing cost                            $    140,680           $   (112,912)          $     27,768
                                                  ------------           ------------           ------------
TOTAL CURRENT ASSETS                                   175,519               (112,912)                62,607
                                                  ------------           ------------           ------------
TOTAL ASSETS                                      $  2,119,957           $   (112,912)          $  2,007,045
                                                  ============           ============           ============

Additional paid in capital                        $  3,487,441           $   (440,729)          $  3,046,712
Subscriptions payable                                  120,200                (58,650)                61,550
Subscriptions receivable                              (202,404)               127,554                (74,850)
Accumulated deficit                                 (2,855,671)               258,913             (2,596,758)
                                                  ------------           ------------           ------------
TOTAL STOCKHOLDERS' EQUITY                           1,820,824               (112,912)             1,707,912
                                                  ------------           ------------           ------------
TOTAL LIABILITY AND STOCKHOLDERS' EQUITY          $  2,119,957           $   (112,912)          $  2,007,045
                                                  ============           ============           ============

The effect of the restatement on result of operations for the three month period
ended March 31, 2011:

Management stock based compensation               $    113,044           $   (113,044)          $         --
Exploration costs                                      195,328                (55,250)               140,078
                                                  ------------           ------------           ------------
Net loss from operations                              (389,894)               168,294               (221,600)
Interest expense-related party                        (107,006)                90,619                (16,387)
                                                  ------------           ------------           ------------
Net loss                                          $   (496,900)          $    258,913           $   (237,987)
                                                  ============           ============           ============
Loss per share-basic                              $      (0.00)          $         --           $      (0.00)
                                                  ============           ============           ============
</TABLE>
                                       10
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011

NOTE 3. RESTATEMENT (CONT.)

The  effect of the  restatement  on result of  operations  for the  period  from
inception (January 28, 2003) to March 31, 2011:

<TABLE>
<CAPTION>

<S>                                          <C>                    <C>                    <C>
Management stock based compensation          $    410,544           $   (113,044)          $    297,500
Exploration costs                                 341,937                (55,250)               286,687
                                             ------------           ------------           ------------
Net loss from operations                       (1,676,959)               168,294             (1,508,665)
Interest expense-related party                 (1,178,712)                90,619             (1,088,093)
                                             ------------           ------------           ------------

Net loss                                     $ (2,855,671)          $    258,913           $ (2,596,758)
                                             ============           ============           ============

Loss per share-basic                         $      (0.00)          $         --           $      (0.00)
                                             ============           ============           ============

The effect of the restatement on the cash flow for the period three month period
ended March 31, 2011:

Net loss                                      $   (469,900)          $    258,913           $   (237,987)
Warrants issued for management fees                113,044               (113,044)                    --
Interest expense-related party                     107,006                (90,619)                16,387
Stock based consulting expense                      70,000                (45,000)                25,000
Advisory service expense                            16,500                (10,250)                 6,250
                                              ------------           ------------           ------------

Net cash used by operating activities         $   (176,737)          $         --           $   (176,737)
                                              ============           ============           ============

Cash and cash equivalent, end of period       $     34,839           $         --           $     34,839
                                              ============           ============           ============

The  effect  of the  restatement  on cash  flow for the  period  from  inception
(January 28, 2003) to March 31, 2011:

Net loss                                      $ (2,855,671)          $    258,913          $  (2,596,758)
Warrants issued for management fees                113,044               (113,044)                    --
Interest expense-related party                   1,140,634                (90,619)             1,050,015
Stock based consulting expense                      70,000                (45,000)                25,000
Advisory service expense                            16,500                (10,250)                 6,250
                                              ------------           ------------           ------------

Net cash used by operating activities         $   (742,880)          $         --           $   (742,880)
                                              ============           ============           ============

Cash and cash equivalent, end of period       $     34,839           $         --           $     34,839
                                              ============           ============           ============
</TABLE>

NOTE 4. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern,  which contemplates the realization of
assets and the  liquidation  of  liabilities  in the normal  course of business.
However, the Company has accumulated a loss of $2,596,758 during its exploration
stage. This raises  substantial doubt about the Company's ability to continue as
a going concern. These financials do not include any adjustments relating to the
recoverability  and  classification  of  recorded  asset  amounts or amounts and
classification of liabilities that might result from this uncertainty.

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

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

NOTE 4. GOING CONCERN (CONT.)

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

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

NOTE 5.  PURCHASE OF ALLIED MINING AND SUPPLY LLC.

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

In  consideration  for the  purchase of the  membership  interests,  the Company
agreed to issue 100,000,000 units at a market price of $0.0029 to Allied Mining.
Each unit consists of one share of restricted stock, one 12 month share purchase
warrant exercisable at $0.0025 per share and one 12 month share purchase warrant
exercisable  at $0.005  per  share.  The value of the  purchase  is based on the
market  price of the stock  issued and the  intrinsic  value of the  warrants as
calculated using the Black-Sholes option pricing model. The Company recorded the
purchase  allocating  market value of the stock and the value of the warrants to
Common Stock and Additional Paid in Capital as follows:

Cash                                         $     39
Pampana river concession                      753,497
                                             --------
      TOTAL ASSETS                           $753,536
                                             ========

Accounts payable                               42,725
                                             --------
      TOTAL LIABILITIES                      $ 42,725
                                             ========

Net Assets in excess of liabilities          $710,811
                                             ========

Common Stock                                 $100,000
Additional paid in capital                    610,811
                                             --------
      TOTAL COST OF ACQUSITION               $710,811
                                             ========

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

NOTE 6. PROPERTY, PLANT AND EQUIPMENT

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

                                       12
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011

NOTE 6. PROPERTY, PLANT AND EQUIPMENT (CONT.)

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

                                             March 31,        December 31,
                                               2011               2010
                                             --------           --------
Exploration equipment                        $175,000           $     --
Rolling stock                                  10,000                 --
Power generating equipment                      3,800                 --
Office furniture and equipment                  2,254              2,254
                                             --------           --------
Subtotal                                     $191,054           $  2,254
                                             --------           --------
Accumulated depreciation                         (113)                --
                                             --------           --------
Property, plant and equipment - net          $190,941           $  4,508
                                             ========           ========

NOTE 7. NOTES PAYABLE

During the  quarter we issued  $237,500 in note  payables to various  investors,
which consisted of $200,000 in loans and $37,500 in interest due at maturity for
the purchase of equipment used in  exploration.  During the quarter we amortized
$6,516 of interest due at maturity  leaving an unamortized  discount of $30,984.
As an incentive  for the note holders we also agreed to issue  13,000,000  units
consisting  of one share of  restricted  common  stock  and one  share  purchase
warrant  exercisable  at $0.005 and  300,000  units  consisting  of one share of
common  stock  and one  share  purchase  warrant  exercisable  at  $0.0075.  The
13,300,000  incentive  units were valued at $0.0025 each or $34,350.  During the
quarter we amortized  $6,582 of  financing  cost leaving a balance of $27,768 in
prepaid financing cost.

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

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

                                             31-Mar-11           31-Dec-10
                                             ---------           ---------
Notes Payable                                $  237,500          $      --
Interest Discount                              (30,984)                 --
                                             ---------           ---------
Total Notes Payable                          $ 206,516           $      --
                                             =========           =========

NOTE 8. STOCKHOLDERS' EQUITY

Common Stock

The Company  originally  had 75,000,000  shares of common stock  authorized at a
$0.001 par value and on September  16, 2006  executed a 5:1 forward  stock split
bringing the authorized  common shares to 375,000,000 with a par value of $0.001
per share and the issued and  outstanding  shares as of September  16, 2006 from
10,139,500 to 50,697,500 shares.

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

NOTE 8. STOCKHOLDERS' EQUITY (CONT.)

On August 17, 2010 the Company  executed a 10:1 forward  stock split  increasing
the authorized  common shares to  3,750,000,000  and the issued and  outstanding
shares as of August 17, 2010 from 94,619,788 to 946,197,880 shares.

The  stock  splits  are  retroactively  applied  to these  financial  statements
resulting in an increase in the number of shares  outstanding  and a decrease in
issued price per share.

On October 18, 2010 the Company  issued  100,000,000  units at a market price of
$0.0029 or $290,000 for the purchase of Allied Mining. Each unit consists of one
share of restricted  stock, one 12 month share purchase  warrant  exercisable at
$0.0025 per share and one 12 month share purchase warrant  exercisable at $0.005
per share.

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

     *    On January 11, 2011 the Company issued 125,400,000 units consisting of
          one common share and one 12 month  warrant  exercisable  at $0.005 for
          $0.0025  per share or $313,500  cash  received  and  recorded as stock
          subscription  payable  during 2010.  The Company  entered into various
          transactions to issue  equivalent units of one common stock and one 12
          month purchase warrant exercisable at $0.005 during the quarter. Since
          the  Company  currently  has  a  caveat  emptor  status,  the  Company
          determined  that the $.0025 per unit price was the market price of its
          restricted  stock, as such transaction for which equivalent units were
          granted were valued at the $.0025 per share.

     *    On December 15, 2010, the Company settled $47,500 in accounts  payable
          through the execution of a subscription to issue  19,000,000  units at
          $0.0025 with each unit consisting of one common share and one 12 month
          warrant  exercisable  at $0.005.  The  Company  issued the  19,000,000
          shares on January 11, 2011.

     *    On January 11, 2011 the Company issued  18,779,960 units consisting of
          one common share and one 12 month  warrant  exercisable  at $0.005 for
          the  market   price  of  $0.0025  per  unit  to  satisfy   $44,861  of
          subscriptions payable.

     *    On January 11, 2011 the Company issued  4,000,000 units  consisting of
          one common share and one 12 month  warrant  exercisable  at $0.005 for
          the  market  value of $0.0025  per share  valued at $10,000 to satisfy
          $9,000 in subscriptions payable.

     *    On January 11, 2011 the Company issued  15,440,000 units consisting of
          one common share and one 12 month  warrant  exercisable  at $0.005 for
          $0.0025  per  share or  $38,600  to  satisfy  $38,600  in  operational
          advances.

     *    On January 11, 2011 the Company issued  17,940,000 units consisting of
          one common share and one 12 month warrant exercisable at $0.005 valued
          at $0.0025  per share or  $44,850  in error.  The holder has agreed to
          return the shares and the Company has recorded  them as  subscriptions
          receivable until returned and cancelled.

     *    On January 11, 2011 the Company issued  2,500,000 units  consisting of
          one common share and one 12 month  warrant  exercisable  at $0.005 for
          $0.0025 per share or $6,250 for consulting services.

     *    On January  25, 2011 the Company  issued  12,000,000  shares of common
          stock with a market  value of $0.0025 or $30,000 in error.  The holder
          has agreed to return the shares and the Company has  recorded  them as
          subscriptions receivable until returned and cancelled.

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

NOTE 8. STOCKHOLDERS' EQUITY (CONT.)

     *    On February 24, 2011 the Company  issued  10,000,000  shares of common
          stock valued at $0.0025 per share or $25,000 for  consulting  services
          and is recorded in exploration expense.

Stock Payable

During the quarter ended March 31, 2011,  the Company  entered into various note
payable agreements for the purchase of equipment.  As an incentive to enter into
these notes,  the Company  agreed to issue  13,000,000  units  consisting of one
share of common stock and one 12 month warrant exercisable at $0.005 and 300,000
untits  consisting  one common share and one 12 month warrant  exercisable at or
$0.0075.  The units  were  valued at $34,550  on the date of  agreement  and was
recorded as stock payable.

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

Outstanding Warrants

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

On  January  11,  2011,  the  Company  issued   125,400,000  one  year  warrants
exercisable at $0.005 per share. The warrants were issued as  consideration  for
the cash purchase of an equal number of common shares at $0.0025 per share.

On January 11, 2011, the Company issued 18,779,960 one year warrants exercisable
at $0.005 per share. The warrants were issued as consideration to settle related
party management services. The warrants were valued with their associated common
stock  issued as units at the  current  private  placement  price of $0.0025 per
unit.

On January 11, 2011, the Company issued 4,000,000 one year warrants  exercisable
at $0.005 per share for services.  The warrants were valued as units with common
stock at the current private placement price of $0.0025 per unit.

On January 11, 2011, the Company issued 19,000,000 one year warrants exercisable
at $0.005 per share for  settlement  of debt.  The warrants were valued as units
with common stock at the current private placement price of $0.0025 per unit.

On January 11, 2011, the Company issued 15,440,000 one year warrants exercisable
at $0.005 per share for the  settlement  of debt.  The  warrants  were valued as
units with common stock at the current  private  placement  price of $0.0025 per
unit.

On January 11, 2011, the Company issued 17,940,000 one year warrants exercisable
at $0.005 per share in error.  The holder has agreed to return the  warrants and
the  Company  has  recorded  the  warrants  with  the  accompanying   shares  in
subscriptions receivable.

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

NOTE 8. STOCKHOLDERS' EQUITY (CONT)

Outstanding Warrants (Cont.)

On January 11, 2011, the Company issued 2,500,000 one year warrants  exercisable
at $0.005 per share for the  consulting.  The warrants were valued as units with
common stock at the current private placement price of $0.0025 per unit.

During  the first  quarter  of 2011,  the  Company  issued  13,000,000  one year
warrants  exercisable  at  $0.005  per  share  and  300,000  one  year  warrants
exercisable  at $0.0075 per share.  The  warrants  were issued as  incentive  to
obtain  equipment  loans. The warrants were valued as units with common stock at
the current private placement price of $0.0025 per unit.

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

Information relating to warrant activity during the reporting period follows:

                  Warrants            Exercise          Expiration
                Outstanding             Price              Date
                -----------             -----              ----
                100,000,000             0.0025          11-Jan-2012
                100,000,000             0.005           11-Jan-2012
                125,400,000             0.005           11-Jan-2012
                 18,779,960             0.005           11-Jan-2012
                  4,000,000             0.005           11-Jan-2012
                  8,000,000             0.005           25-Jan-2012
                  6,000,000             0.005           22-Feb-2012
                  5,000,000             0.005           28-Feb-2012
                 15,440,000             0.005           16-Jul-2012
                 17,940,000             0.005           16-Jul-2012
                  2,500,000             0.005           16-Jul-2012
                 13,000,000             0.005           22-Dec-2012
                    300,000            0.0075           22-Dec-2012
                  7,714,285             0.006           22-Dec-2012
                -----------
          Total 424,074,245
                ===========

On March 31, 2011 the Company had  warrants  outstanding  for the purchase of an
aggregate of 424,074,245 shares of its common stock, which are summarized in the
table below:

                                                              Weighted
                                                              Average
                                      Number of               Exercise
                                      Warrants                 Price
                                      --------                 -----
Total Warrants outstanding
 at December 31, 2010                200,000,000               0.00375
Plus: Warrants Issued                224,074,245               0.00441
Less: Warrants Exercised                      --                    --
Less: Warrants Expired                        --                    --
                                    ------------          ------------
Total Warrants outstanding
 at March 31, 2011                   424,074,245                0.0082
                                    ============          ============

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

NOTE 9. RELATED PARTY TRANSACTION

Accruals - Related Party

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

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

Operational Advances - Related Party

Operational advances are short term, unsecured, non-interest bearing operational
loans made by various related parties to maintain day to day operations.  During
the period  ended March 31, 2011 the Company  incurred  $3,289 in related  party
interest expense. Summary of balance follows:

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

NOTE 10. SUBSEQUENT EVENTS

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

On June 22, 2011, the Company issued  13,300,000  units consisting of one common
share and one 12 month warrant with  13,000,000  warrants  exercisable at $0.005
and  300,000  warrants  exercisable  at  $0.0075  per share in  satisfaction  of
subscriptions payable of $34,550.

On June 22, 2011, the Company issued  7,714,285  units  consisting of one common
share and one 12 month warrant  exercisable  at $0.006 to satisfy  subscriptions
payable of $27,000.

On June 22, 2011, the Company issued 1,200,000 units for cash at $0.025 per unit
with  each  unit  consisting  of one  common  share  and  one 12  month  warrant
exercisable  at $0.005 and  27,928,567  units for cash at $0.0035  per unit with
each unit consisting of one common share and one 12 month warrant exercisable at
$0.006.

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

                                       17
<PAGE>
                         SUNERGY, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011

NOTE 10. SUBSEQUENT EVENTS (CONT.)

On June 22, 2011, the Company  issued  900,000 units  consisting of one share of
common  stock and one 12 month  warrant  exercisable  at $0.0075  per share,  as
incentive to enter into various loan agreements. The units were valued at $3,350
based on the  $0.0035  unit price from  subscriptions  sold for cash in the same
period.

During the third quarter 2011, the Company issued  10,000,000  common shares for
the exercise of warrants at $0.0025 per share,  8,000,000  common shares for the
exercise of warrants at $0.005 per share.

During the third quarter 2011,  the Company issued  3,000,000  common shares for
various services.  These shares were valued at $10,500 based on the $0.0035 cash
subscription price sold during the same period.

During the third quarter 2011,  10,357,142 units were issued for cash at $0.0035
per unit with each unit  consisting of one common share and one 12 month warrant
exercisable at $0.007 per share.

During the fourth quarter 2011, the Company  issued  22,000,000  units to settle
$52,500  debt with each unit  consisting  of one  common  share and one 12 month
warrant with  14,000,000  exercisable  at $0.0075 and 8,000,000  exercisable  at
$0.005 per share.

During the fourth quarter 2011,  1,428,571 units were issued for cash at $0.0035
per unit with each unit  consisting of one common share and one 12 month warrant
exercisable at $0.007 per share.

During the fourth  quarter  2011,  4,500,000  shares were issued for  consulting
services at $0.0035 per share.

During the fourth  quarter  2011,  6,000,000  units were  issued for  consulting
services at $0.0035 per unit with each unit  consisting  of one common share and
one 12 month warrant exercisable at $0.005 per share.

During the fourth quarter 2011,  5,000,000 common shares were issued for cash in
the exercise of warrants at $0.0025 per share.

During the fourth quarter 2011,  2,000,000 common shares were issued for cash in
the exercise of warrants at $0.005 per share.

During the first quarter of 2012, the Company received and cancelled  29,940,000
common  share  previously  issued in error  along with  17,940,000  of $0.005 12
months warrants.

During the first quarter of 2012, the Company issued 10,000,000 common shares in
the exercise of warrants at $0.005 per share;  14,600,000  common  shares in the
exercise of warrants at $0.0025 per share.

During the fourth quarter 2011,  14,642,855 units were issued for cash at $.0035
per unit, with each unit consisting of one common share and one 12 month warrant
exercisable at $0.005 per share and issued  16,142,857  units  consisting of one
common  share and one 12  warrant  with  9,142,857  exercisable  at  $0.005  and
7,000,000  exercisable at $0.0075 per share.

These events cover activity through February 23, 2012.

                                       18
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                           FORWARD-LOOKING STATEMENTS

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

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

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

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

OVERVIEW

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

OUR CURRENT BUSINESS

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

NYINAHIN CONCESSION, GHANA:

We have  commenced the  exploration  stage of our operations on Nyinahin but can
provide  no  assurance  that we will  discover  economic  mineralization  on the
property, or if such minerals are discovered, that we will enter into commercial
production.  This year's exploration is designed to confirm initial  discoveries
of gold on our concession contained in a report that accompanied the purchase of
the  property.  A budget of $50,000  was  committed  to initiate  this  sampling
program.  The  program  will  commence  as soon as funding  becomes  available..
Alluvial  mining  operations for gold have sprung up along the Offin River which
runs through the eastern  portion of our  concession,  and surround this area of
our concession.  Immediately  adjacent on the east to the Nyinahin concession is
the Esaase-Jeni (Gyeni) properties, held by Keegan Resources of Canada. Prior to
Keegan's  acquisition  of the Bonte (now  called  Esaase)  and the Jeni  (Gyeni)
concessions, they were mined for alluvial gold by Bonte Gold Mines, a subsidiary
of Akrokeri-Ashanti Gold Mines of Canada.

                                       19
<PAGE>
The  Nyinahin  concession  is located  between two  geological  gold belts,  the
Bibiani Belt to the west and the Asankrangwa to the east. The license allows for
the exploration and mining of gold, silver, base metals and diamonds.  About 80%
of the  Nyinahin  Concession  lies to the west of the  Offin  River  within  the
Ashanti  Region of Ghana.  There are  several  historical  pits and adits with a
strong clustering of artisan pits located along the Offin River.  Three old gold
prospects  exist  on the  concession.  The  property  is  accessed  via the main
Kumasi-Bibiani  trunk road. It falls under the jurisdiction of the Atwima Mponua
District Assembly with headquarters at Nyinahin.

PAMPANA RIVER CONCESSION, SIERRA LEONE:

The Pampana River  Concession  is an alluvial  mining  concession  consisting of
Exploration License No. EXPL 5/2009 which was issued to Allied Mining and Supply
Ltd. (AMS) on 12th August 2009.  The license is located in the Kholifa  Rowalla,
Kafe  Simiria and Tane  Chiefdoms  in the  Tonkolili  District  of the  Northern
Province  of Sierra  Leone  covering  an area of 141.3 km2.  The  concession  is
situated on the western  fringes of the southern Sula Mountains  greenstone belt
and for most of the northern and central part it straddles the Pampana River. On
the west of the southern part, the concession runs along the Pampana River.  The
property is South of the Sula Mountains in the Greenstone belt, around 120 miles
east of the capital, Freetown.

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

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

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

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

RESULTS OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements  and the  related  notes  that  appear  elsewhere  in this
quarterly report. The following discussion contains  forward-looking  statements
that reflect our plans,  estimates and beliefs.  Our actual results could differ
materially from those discussed in the forward-looking statements.  Factors that
could cause or contribute to such  differences  include,  but are not limited to
those  discussed below and elsewhere in this quarterly  report,  particularly in
the section  entitled  "Risk  Factors"  beginning  on page 23 of this  quarterly
report.

                                       20
<PAGE>
Our unaudited  financial  statements are stated in United States dollars and are
prepared  in  accordance  with  United  States  Generally  Accepted   Accounting
Principles.

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

                                                                  Inception
                                Three Months    Three Months  (January 28, 2003)
                                   Ended           Ended              to
                                  March 31,       March 31,        March 31,
                                    2011            2010             2011
                                ------------    ------------     ------------
Revenue                         $        Nil    $        Nil     $        Nil
Operating Expenses              $    221,600    $     85,533     $  1,508,665
Interest Expense-Related Party  $     16,387    $      5,000     $  1,088,093
                                ------------    ------------     ------------
Net loss                        $   (237,987)   $    (90,533)    $ (2,596,758)
                                ============    ============     ============

EXPENSES

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

                                                                  Inception
                                                              (January 28, 2003)
                                     Three Months Ended               to
                                          March 31,                March 31,
                                    2011            2010             2011
                                ------------    ------------     ------------
General and administrative      $     50,522    $     11,033     $    247,060
Management salary               $    13,500     $     18,000     $    237,500
Management stock based
 compensation                   $       Nil     $        Nil     $    297,500
Rent - related party            $       Nil     $        Nil     $     37,500
Legal fees                      $     3,000     $        Nil     $     57,602
Professional fees               $    14,500     $     50,000     $    344,816
Exploration costs               $   140,078     $      6,500     $    286,687

Operating  expenses  for the three  months  ended March 31,  2011,  increased by
approximately 159% as compared to the same period in 2010. Two major factors for
this increase were the addition of the Allied management team, which includes on
the ground  personnel  in Sierra  Leone.  We have spent more this quarter than a
year ago.  Some of the  expense was paid with  issuances  of  restricted  common
stock.  During the first quarter of 2011 we were also beginning our  exploration
of the Sierra Leone  concession.  We had purchased  dredges and other assets and
were getting in-place to begin the exploratory  dredging phase, which would last
into July of 2011. The increase of $133, 578 in  exploration  expenses  includes
rents for our compound in Sierra Leone, fees for our country director,  purchase
of  supplies  and travel  for the US  personnel  to go to Sierra  Leone and back
various times.

                                       21
<PAGE>
REVENUE

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

EQUITY COMPENSATION

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

LIQUIDITY AND FINANCIAL CONDITION

THREE MONTH COMPARISON

<TABLE>
<CAPTION>
Working Capital
                                                     At                   At
                                                  March 31,           December 31,         Increase/
                                                    2011                 2010             (Decrease)
                                                 ----------           ----------          ----------
<S>                                              <C>                  <C>                    <C>
Current Assets                                   $   62,607           $  147,251             (84,644)
Current Liabilities                              $  299,133           $   91,592             207,541
Working Capital (deficit)                        $ (236,526)          $   55,659            (292,185)

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

Cash Flows

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

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

CONTRACTUAL OBLIGATIONS

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

                                       22
<PAGE>
GOING CONCERN

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

EXPLORATION STAGE COMPANY

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

Our company has reviewed  recently  issued  accounting  pronouncements  thru ASU
2011-09  and  believes  none will  have any  material  impact  on our  financial
statements.

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

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

                                       23
<PAGE>
ITEM 4. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be disclosed in our reports filed under the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management, including our president (our principal executive
officer,  principal financial officer and principle accounting officer) to allow
for timely decisions regarding required disclosure.  In designing and evaluating
our  disclosure  controls and  procedures,  our management  recognizes  that any
controls and procedures,  no matter how well designed and operated,  can provide
only reasonable  assurance of achieving the desired control objectives,  and our
management  is required to apply its  judgment in  evaluating  the  cost-benefit
relationship  of  possible  controls  and  procedures.  Because of its  inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements.  Therefore,  even those  systems  determined  to be effective can
provide  only   reasonable   assurance  with  respect  to  financial   statement
preparation and presentation.  Projections of any evaluation of effectiveness to
future  periods  are  subject to the risk that  controls  may become  inadequate
because of  changes in  conditions,  or that the degree of  compliance  with the
policies or procedures may deteriorate.

As of the  end of  the  quarter  covered  by  this  report,  we  carried  out an
evaluation,  under the supervision and with the  participation  of our president
(our principal  executive  officer,  principal  financial  officer and principle
accounting  officer),  of the  effectiveness  of the design and operation of our
disclosure controls and procedures.  Based on the foregoing,  our president (our
principal   executive  officer,   principal   financial  officer  and  principle
accounting  officer) concluded that our disclosure  controls and procedures were
not effective as of the end of the period  covered by this  quarterly  report in
providing  reasonable assurance regarding the reliability of financial reporting
and  the   preparation  of  financial   statements  for  external   purposes  in
accordance's  with  US  generally  accepted  accounting  principles  due  to the
existence  of  significant  deficiencies  constituting  material  weaknesses.  A
material   weakness  is  a  control   deficiency,   or  combination  of  control
deficiencies,  such  that  there is a  reasonable  possibility  that a  material
misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal  controls  over  financial  reporting
that occurred  during our quarter  ended March 31, 2011 that have  materially or
are reasonably likely to materially affect, our internal controls over financial
reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

                                       24
<PAGE>
ITEM 1A. RISK FACTORS

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

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

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

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

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

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

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

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

                                       25
<PAGE>
We believe that we are in compliance with all material laws and regulations that
currently  apply to our  activities  but there can be no  assurance  that we can
continue to remain in compliance.  Current laws and regulations could be amended
and we might not be able to comply with them, as amended.  Further, there can be
no assurance  that we will be able to obtain or maintain  all permits  necessary
for our future operations,  or that we will be able to obtain them on reasonable
terms. To the extent such approvals are required and are not obtained, we may be
delayed or prohibited from proceeding with planned exploration or development of
our mineral properties.

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

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

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

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

MINERAL PRICES ARE SUBJECT TO DRAMATIC AND UNPREDICTABLE FLUCTUATIONS.

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

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

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

                                       26
<PAGE>
In identifying and acquiring mineral resource  properties,  we compete with many
companies possessing greater financial resources and technical facilities.  This
competition could adversely affect our ability to acquire suitable prospects for
exploration in the future.  Accordingly,  there can be no assurance that we will
acquire any interest in additional mineral resource  properties that might yield
reserves or result in commercial mining operations.

RISKS RELATED TO OUR COMPANY

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

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

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

We have not generated any revenue from operations since our incorporation and we
anticipate that we will continue to incur operating  expenses  without  revenues
unless and until we are able to identify a mineral  resource  in a  commercially
exploitable quantity on either of our mineral properties and build and operate a
mine.  We had cash in the  amount  of  $34,839  as of March 31,  2011.  We had a
working  capital deficit of $236,526 and incurred a net loss of $237,987 for the
three months ended March 31, 2011 and $2,596,758 since  inception.  We will have
to raise additional funds to meet our currently budgeted operating  requirements
for the next 12  months.  As we cannot  assure a lender  that we will be able to
successfully  explore and develop our mineral properties,  we will probably find
it difficult to raise debt financing from traditional  lending sources.  We have
traditionally  raised  our  operating  capital  from  sales of  equity  and debt
securities, but there can be no assurance that we will continue to be able to do
so. If we cannot  raise the money that we need to  continue  exploration  of our
mineral  property,  we may be forced to delay,  scale  back,  or  eliminate  our
exploration  activities.  If any of these were to occur,  there is a substantial
risk that our business would fail.

These  circumstances lead our independent  registered public accounting firm, in
their report dated April 11, 2011,  to comment  about our  company's  ability to
continue as a going  concern.  Management has plans to seek  additional  capital
through a  private  placement  of our  capital  stock.  These  conditions  raise
substantial  doubt about our company's  ability to continue as a going  concern.
Although  there are no  assurances  that  management's  plans will be  realized,
management  believes that our company will be able to continue operations in the
future.

                                       27
<PAGE>
RISKS ASSOCIATED WITH OUR COMMON STOCK

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

Our common stock is quoted on the OTCQB. Trading in stock quoted on the OTCQB is
often thin and characterized by wide fluctuations in trading prices, due to many
factors that may have little to do with our  operations  or business  prospects.
This  volatility  could depress the market price of our common stock for reasons
unrelated to operating performance. Moreover, the OTCQB is not a stock exchange,
and trading of  securities  on the OTCQB is often more sporadic than the trading
of securities  listed on a quotation system like NASDAQ or a stock exchange like
Amex.  Accordingly,  shareholders  may have  difficulty  reselling  any of their
shares.

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

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

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

                                       28
<PAGE>
OTHER RISKS

TRENDS, RISKS AND UNCERTAINTIES

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

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

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

On January 11, 2011 the Company issued 18,779,960 units consisting of one common
share and one 12 month  warrant  exercisable  at $0.005 for the market  price of
$0.0025 per unit to satisfy $44,861 of subscriptions  payable.  These securities
were issued pursuant to an exemption from registration relying on Regulation D.

On January 11, 2011 the Company issued  4,000,000  shares of common stock with a
market value of $0.0025 per share to satisfy  $9,000 in  subscriptions  payable.
These securities were issued pursuant to an exemption from registration  relying
on Regulation D.

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

On January 11, 2011 the Company issued  15,440,000 shares of common stock with a
market value of $0.0025 per share to satisfy  $38,600 in  operational  advances.
These securities were issued pursuant to an exemption from registration  relying
on Regulation D.

On January 11, 2011 the Company issued  17,940,000 shares of common stock with a
market value of $0.0025 per share or $44,850 in error.  The holder has agreed to
return the shares and the Company has recorded them as subscriptions  receivable
until  returned  and  cancelled.  These  securities  were issued  pursuant to an
exemption from registration relying on Regulation D.

On January 11, 2011 the Company issued  2,500,000  shares of common stock with a
market  value of $0.0025  per share or $6,250  for  consulting  services.  These
securities  were issued  pursuant to an exemption from  registration  relying on
Regulation D.

On January 25, 2011 the Company issued  12,000,000 shares of common stock with a
market value of $0.0025 or $30,000 in error. The holder has agreed to return the
shares and the Company  has  recorded  them as  subscriptions  receivable  until
returned and cancelled.  These  securities  were issued pursuant to an exemption
from registration relying on Regulation D.

On February 24, 2011 the Company issued 10,000,000 shares of common stock with a
market  value of $0.0025 per share or $25,000  for  consulting  services  and is
recorded in exploration  expense.  These  securities  were issued pursuant to an
exemption from registration relying on Regulation D.

                                       29
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

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

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

(10)          MATERIAL CONTRACTS

              Mineral  Property  Staking and Purchase  Agreement dated April 10,
              2003 (incorporated by reference from our Registration Statement on
              Form SB-2/A filed on June 30, 2004) Mining  Acquisition  Agreement
              dated  October  31, 2008  between  our company and General  Metals
              Corporation  (incorporated by reference from our Current Report on
              Form 8-K filed on December  10,  2008)  Amending  Agreement to the
              Mining  Acquisition  Agreement  dated December 5, 2008 between our
              company and General Metals Corporation. (incorporated by reference
              from our Current Report on Form 8-K filed on December 10, 2008)

(21)          SUBSIDIARIES OF THE REGISTRANT

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

21.1          Mikite Gold Resources Limited, a Ghanaian company

(31)          RULE  13A-14(A)/15D-14(A)   CERTIFICATIONS  Certification  of  the
              Principal  Executive  Officer,  Principal  Financial  Officer  and
              Principal

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

(32)          SECTION 1350 CERTIFICATIONS

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


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

                                       30
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       SUNERGY, INC.


Date: March 30, 2012                   By: /s/ Bryan Miller
                                           -------------------------------------
                                       Name:  Bryan Miller
                                       Title: President and Director (Principal
                                              Executive Officer, Principal
                                              Financial and Principal
                                              Accounting Officer)

                                       31