---

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, 2009                                                                         
|                                                                                                                                                                                                                                                                                                                                                         | 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 incorporation or organization)                                                                                                                                                                                                                                                                                           |                                                                                         | (IRS Employer 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)                                                                                                                                                                                                                                                                                                    
|8711 E. Paraiso Dr., Scottsdale, Arizona 85255                                                                                                                                                                                                                                                                                                          
|(Former name, former address and former fiscal year, if changed since last report)                                                                                                                                                                                                                                                                      
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|[X]                                                                                                                                                                                                                                                                                                                                                      | YES                                                                                     | [  ]                                          | NO                       
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act                                                       
|Large accelerated filer                                                                                                                                                                                                                                                                                                                                  | [  ]                                                                                    | Accelerated filer                             | [  ]                     
|Non-accelerated filer                                                                                                                                                                                                                                                                                                                                    | [  ]                                                                                    | (Do not check if a smaller reporting company) | Smaller reporting company | [X]
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act                                                                                                                                                                                                                                          
|[  ]     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.                                                                                                                                                                                                                           



|                                                                  | 
|----------------------------------------------------------------- | 
|53,797,500 common shares issued and outstanding as of May19, 2009 | 





---







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, 2009 are not necessarily indicative of the results that may be expected for the full fiscal year.













---

















SUNERGY, INC.

(A Pre-exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

March 31, 2009

(Stated in US Dollars)

(Unaudited)















SEE ACCOMPANYING NOTES



---





SUNERGY, INC.

(A Pre-exploration Stage Company)

INTERIM BALANCE SHEETS

March 31, 2009 and December 31, 2008

(Stated in US Dollars)

(Unaudited)





|                                                     |   |           |   |  |   |              |  
|---------------------------------------------------- | - | --------- | - |  | - | ------------ | -
|                                                     |   | March 31, |   |  |   | December 31, |  
|                                                     |   | 2009      |   |  |   | 2008         |  
|**ASSETS**                                          
|Current                                              |   |           |   |  |   |              |  
|Cash                                                 | $ | -         |   |  | $ | 648          |  
|Prepaid expenses  Note 4                            |   | 275,000   |   |  |   | -            |  
|                                                    
|                                                     |   | 275,000   |   |  |   | 648          |  
|Mineral properties  Note 2                          |   | 762,500   |   |  |   | 762,500      |  
|                                                    
|                                                     | $ | 1,037,500 |   |  | $ | 763,148      |  
|                                                    
|LIABILITIES                                         
|                                                    
|                                                    
|Current                                              |   |           |   |  |   |              |  
|Accounts payable and accrued liabilities  Note 5    | $ | 122,886   |   |  | $ | 111,782      |  
|Related party loan  Note 5                          |   | 10,180    |   |  |   | 10,180       |  
|Promissory note  Notes 2 and 3                      |   | 250,000   |   |  |   | 250,000      |  
|                                                    
|                                                     |   | 383,066   |   |  |   | 371,962      |  
|                                                    
|STOCKHOLDERS EQUITY                                
|                                                    
|                                                    
|Common stock, $0.001 par value                       |   |           |   |  |   |              |  
|375,000,000 shares authorized                        |   |           |   |  |   |              |  
|53,797,500 shares issued (2008: 53,297,500)          |   | 53,798    |   |  |   | 53,298       |  
|Additional paid-in capital                           |   | 963,450   |   |  |   | 663,950      |  
|Subscriptions received  Note 4                      |   | 36,700    |   |  |   | 5,000        |  
|Deficit accumulated during the pre-exploration stage |   | (399,514  | ) |  |   | (331,062     | )
|                                                    
|                                                     |   | 654,434   |   |  |   | 391,186      |  
|                                                    
|                                                     | $ | 1,037,500 |   |  | $ | 763,148      |  









---





SUNERGY, INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three months ended March 31, 2009 and 2008

and for the period January 28, 2003 (Date of Inception) to March 31, 2009

(Stated in US Dollars)

(Unaudited)





|                                              |   |                    |   |  |   |               |   |  |   |               |  
|--------------------------------------------- | - | ------------------ | - |  | - | ------------- | - |  | - | ------------- | -
|                                              |   |                    |   |  |   |               |   |  |   | January 28,   |  
|                                              |   |                    |   |  |   |               |   |  |   | 2003 (Date of |  
|                                              |   | Three Months Ended |   |  |   | Inception) to |  
|                                              |   | March 31,          |   |  |   | March 31,     |  
|                                              |   | 2009               |   |  |   | 2008          |   |  |   | 2009          |  
|                                              |   |                    |   |  |   |               |   |  |   | (Cumulative)  |  
|                                             
|Expenses                                      |   |                    |   |  |   |               |   |  |   |               |  
|Accounting and audit fees                     | $ | 12,225             |   |  | $ | 6,244         |   |  | $ | 110,447       |  
|Bank charges                                  |   | 146                |   |  |   | 51            |   |  |   | 1,232         |  
|Consulting fees  Note 4                      |   | 25,000             |   |  |   | -             |   |  |   | 30,000        |  
|Director fees  Note 5                        |   | 4,500              |   |  |   | -             |   |  |   | 9,000         |  
|Filing and transfer agent fees                |   | 996                |   |  |   | 3,159         |   |  |   | 24,790        |  
|Foreign exchange                              |   | -                  |   |  |   | -             |   |  |   | 485           |  
|Interest  Notes 3 and 5                      |   | 5,000              |   |  |   | 713           |   |  |   | 13,078        |  
|Legal fees                                    |   | 10,085             |   |  |   | 3,000         |   |  |   | 34,443        |  
|Office and miscellaneous                      |   | -                  |   |  |   | -             |   |  |   | 100           |  
|Management fees  Note 5                      |   | 9,000              |   |  |   | 3,000         |   |  |   | 86,000        |  
|Mineral property costs                        |   | -                  |   |  |   | 466           |   |  |   | 12,939        |  
|Rent  Note 5                                 |   | 1,500              |   |  |   | 1,500         |   |  |   | 37,000        |  
|                                             
|Net loss for the period                       | $ | (68,452            | ) |  | $ | (18,133       | ) |  | $ | (359,514      | )
|                                             
|Basic and diluted loss per share              | $ | (0.00              | ) |  | $ | (0.00         | ) |  |   |               |  
|                                             
|Weighted average number of shares outstanding |   | 53,342,444         |   |  |   | 50,697,500    |   |  |   |               |  







SEE ACCOMPANYING NOTES



---





SUNERGY, INC.

(A Pre-exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the three months ended March 31, 2009 and 2008

and for the period January 28, 2003 (Date of Inception) to March 31, 2009

(Stated in US Dollars)

(Unaudited)





|                                                                           |   |                    |   |  |   |               |   |  |   |               |  
|-------------------------------------------------------------------------- | - | ------------------ | - |  | - | ------------- | - |  | - | ------------- | -
|                                                                           |   |                    |   |  |   |               |   |  |   | January 28,   |  
|                                                                           |   |                    |   |  |   |               |   |  |   | 2003 (Date of |  
|                                                                           |   | Three Months Ended |   |  |   | Inception) to |  
|                                                                           |   | March 31,          |   |  |   | March 31,     |  
|                                                                           |   | 2009               |   |  |   | 2008          |   |  |   | 2009          |  
|                                                                          
|Operating Activities                                                       |   |                    |   |  |   |               |   |  |   |               |  
|Net loss for the period                                                    | $ | (68,452            | ) |  | $ | (18,133       | ) |  | $ | (359,514      | )
|Adjustments to reconcile net loss to net cashused in operating activities: |   |                    |   |  |   |               |   |  |   |               |  
|Common shares issued for consulting fees                                   |   | 25,000             |   |  |   |               |   |  |   | 25,000        |  
|Interest                                                                   |   | -                  |   |  |   | -             |   |  |   | 3,298         |  
|Prepaid expenses                                                           |   | -                  |   |  |   | 2,712         |   |  |   | -             |  
|Accounts payable and accrued liabilities                                   |   | 11,104             |   |  |   | 17,624        |   |  |   | 122,886       |  
|                                                                          
|Cash provided by (used in) operating activities                            |   | (32,348            | ) |  |   | 2,203         |   |  |   | (208,330      | )
|                                                                          
|Financing Activities                                                       |   |                    |   |  |   |               |   |  |   |               |  
|Capital stock issued                                                       |   | -                  |   |  |   | -             |   |  |   | 173,950       |  
|Subscriptions received                                                     |   | 31,700             |   |  |   | -             |   |  |   | 36,700        |  
|Increase in related party loan                                             |   | -                  |   |  |   | 3,311         |   |  |   | 10,180        |  
|                                                                          
|Cash provided by financing activities                                      |   | 31,700             |   |  |   | 3,311         |   |  |   | 220,830       |  
|                                                                          
|Investing Activity                                                         |   |                    |   |  |   |               |   |  |   |               |  
|Acquisition of mineral property                                            |   | -                  |   |  |   | -             |   |  |   | (12,500       | )
|                                                                          
|                                                                          
|Increase (decrease) in cash during the period                              |   | (648               | ) |  |   | 5,514         |   |  |   | -             |  
|                                                                          
|Cash, beginning of the period                                              |   | 648                |   |  |   | 195           |   |  |   | -             |  
|                                                                          
|Cash, end of the period                                                    | $ | -                  |   |  | $ | 5,709         |   |  | $ | -             |  
|                                                                          
|Supplemental Cash Flow Information  Note 7                                |   |                    |   |  |   |               |   |  |   |               |  

Supplemental Cash Flow Information  Note 7







SEE ACCOMPANYING NOTES



---





SUNERGY, INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS EQUITY

for the period January 28, 2003 (Date of Inception) to March 31, 2009

(Stated in US Dollars)

(unaudited)



|                                                                       |               |  |           |         |  |         |            |  |               |             |  |       |             |   |  |       |          |  
|---------------------------------------------------------------------- | ------------- |  | --------- | ------- |  | ------- | ---------- |  | ------------- | ----------- |  | ----- | ----------- | - |  | ----- | -------- | -
|                                                                       |               |  |           |         |  |         |            |  |               |             |  |       | Deficit     |   |  |       |          |  
|                                                                       |               |  |           |         |  |         |            |  |               |             |  |       | Accumulated |   |  |       |          |  
|                                                                       |               |  |           |         |  |         | Additional |  |               |             |  |       | During the  |   |  |       |          |  
|                                                                       | Common Shares |  |           | Paid-in |  |         | Share      |  |               | Exploration |  |       |             |   | 
|                                                                       | Number        |  | Par Value |         |  | Capital |            |  | Subscriptions |             |  | Stage |             |   |  | Total |         
|                                                                      
|Capital stock issued for cash (1)                                      |               |  |           |         |  |         |            |  |               |             |  |       |             |   |  |       |          |  
| at $0.001                                                            | 50,000,000    |  | $         | 50,000  |  | $       |            |  | $             | -           |  | $     | (40,000     | ) |  | $     | 10,000   |  
| at $0.10                                                             | 697,500       |  |           | 698     |  |         | 13,252     |  |               |             |  |       | -           |   |  |       | 13,950   |  
|Net loss for the period                                                | -             |  |           | -       |  |         | -          |  |               | -           |  |       | (30,313     | ) |  |       | (30,313  | )
|                                                                      
|Balance, as at December 31, 2003                                       | 50,697,500    |  |           | 40,698  |  |         | 13,252     |  |               | -           |  |       | (70,313     | ) |  |       | (6,363   | )
|Contributed interest                                                   | -             |  |           | -       |  |         | 401        |  |               | -           |  |       | -           |   |  |       | 401      |  
|Net loss for the year                                                  | -             |  |           | -       |  |         | -          |  |               | -           |  |       | (41,362     | ) |  |       | (41,362  | )
|                                                                      
|Balance, as at December 31, 2004                                       | 50,697,500    |  |           | 50,698  |  |         | 13,653     |  |               | -           |  |       | (111,675    | ) |  |       | (47,324  | )
|Contributed interest                                                   | -             |  |           | -       |  |         | 938        |  |               | -           |  |       | -           |   |  |       | 938      |  
|Net loss for the year                                                  | -             |  |           | -       |  |         | -          |  |               | -           |  |       | (26,093     | ) |  |       | (26,093  | )
|                                                                      
|Balance, as at December 31, 2005                                       | 50,697,500    |  |           | 50,698  |  |         | 14,591     |  |               | -           |  |       | (137,768    | ) |  |       | (72,479  | )
|Contributed interest                                                   | -             |  |           | -       |  |         | 1,959      |  |               | -           |  |       | -           |   |  |       | 1,959    |  
|Net loss for the year                                                  | -             |  |           | -       |  |         | -          |  |               | -           |  |       | (39,746     | ) |  |       | (39,746  | )
|                                                                      
|Balance, as at December 31, 2006                                       | 50,697,500    |  |           | 50,698  |  |         | 16,550     |  |               | -           |  |       | (177,514    | ) |  |       | (110,266 | )
|Net loss for the year                                                  | -             |  |           | -       |  |         | -          |  |               | -           |  |       | (55,103     | ) |  |       | (55,103  | )
|                                                                      
|Balance, as at December 31, 2007                                       | 50,697,500    |  |           | 50,698  |  |         | 16,550     |  |               | -           |  |       | (232,617    | ) |  |       | (165,369 | )
|Capital stock issued for cash                                          |               |  |           |         |  |         |            |  |               |             |  |       |             |   |  |       |          |  
| at $0.25                                                             | 600,000       |  |           | 600     |  |         | 149,400    |  |               | -           |  |       | -           |   |  |       | 150,000  |  
|Capital stock issued pursuant tomineral property acquisition agreement |               |  |           |         |  |         |            |  |               |             |  |       |             |   |  |       |          |  
| at $0.25                                                             | 2,000,000     |  |           | 2,000   |  |         | 498,000    |  |               | -           |  |       | -           |   |  |       | 500,000  |  
|Share subscriptions  Note 4                                           | -             |  |           | -       |  |         | -          |  |               | 5,000       |  |       | -           |   |  |       | 5,000    |  
|Net loss for the year                                                  | -             |  |           | -       |  |         | -          |  |               | -           |  |       | (98,445     | ) |  |       | (98,445  | )
|                                                                      
|Balance, as at December 31, 2008                                       | 53,297,500    |  |           | 53,298  |  |         | 663,950    |  |               | 5,000       |  |       | (331,062    | ) |  |       | 391,186  |  
|Share subscriptions  Note 4                                           | -             |  |           | -       |  |         | -          |  |               | 31,700      |  |       | -           |   |  |       | 31,700   |  
|Capital stock issued for consulting services                           |               |  |           |         |  |         |            |  |               |             |  |       |             |   |  |       |          |  
| at $0.60                                                             | 500,000       |  |           | 500     |  |         | 299,500    |  |               | -           |  |       | -           |   |  |       | 300,000  |  
|Net loss for the period                                                | -             |  |           | -       |  |         | -          |  |               | -           |  |       | (68,452     | ) |  |       | (68,452  | )
|                                                                      
|Balance, as at March 31, 2009                                          | 53,797,500    |  | $         | 53,798  |  | $       | 963,450    |  | $             | 36,700      |  | $     | (399,514    | ) |  | $     | 654,434  |  



(1) The number of shares issued and outstanding was retroactively restated to reflect a 5 for 1 forward stock split, effective October 7, 2008.  The par value of the share issuances is adjusted to reflect the restated par value of each share issuance.



SEE ACCOMPANYING NOTES



---





SUNERGY, INC.

(An Exploration Stage Company)

SCHEDULE OF RESOURCE PROPERTY COSTS

for the year period ended March 31, 2009

(Stated in US Dollars)





|                                              |   |                  |  |   |                 |  |   |        
|--------------------------------------------- | - | ---------------- |  | - | --------------- |  | - | -------
|                                              |   | British Columbia |  |   | Ghana           |  |   |        
|                                              |   | Hummingbird      |  |   | Nyinahin Mining |  |   |        
|                                              |   | Claim            |  |   | Concession      |  |   | Total  
|                                             
|Balance, December 31, 2007                    | $ | -                |  | $ | -               |  | $ | -      
|                                             
|Acquisition costs:                            |   |                  |  |   |                 |  |   |        
|Cash                                          |   | -                |  |   | 12,500          |  |   | 12,500 
|Shares                                        |   | -                |  |   | 500,000         |  |   | 500,000
|Issuance of a promissory note  Notes 4 and 5 |   | -                |  |   | 250,000         |  |   | 250,000
|                                             
|Balance, December 31, 2008 and March 31,2009  | $ | -                |  | $ | 762,500         |  | $ | 762,500













SEE ACCOMPANYING NOTES



---







SUNERGY, INC.

(A Pre-exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

March 31, 2009

(Stated in US Dollars)

(Unaudited)





Note 1

Nature of Operations and Ability to Continue as a Going Concern



The Company was incorporated in the State of Nevada on January 28, 2003 and is in the exploration stage.  The Company has a mineral properties located in British Columbia and  the Republic of Ghana and has not yet determined whether these properties contain reserves that are economically recoverable.  The recoverability of amounts from these properties will be dependent upon the discovery of economically recoverable reserves, confirmation of the Companys interest in the underlying properties, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreements to complete the development of the properties and upon future profitable production or proceeds for the sale thereof.



These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At March 31, 2009, the Company had an accumulated deficit of $399,514 (December 31, 2008 - $331,062) since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Companys ability to continue as a going concern.  The Companys ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but is considering obtaining additional funds by debt financing to the extent there is a shortfall from operations.  While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.



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 audited financial statements of the Company for the year ended December 31, 2008.  The interim results are not necessarily indicative of the operating results expected for the fiscal year ending on December 31, 2009.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading.







---







Note 2

Mineral Property



Hummingbird Claim



By a mineral property staking and sales agreement dated April 10, 2003, the Company acquired a 100% undivided right, title and interest in and to the Hummingbird Claims located in the province of British Columbia, Canada. During the three months ended March 31, 2009, the Company incurred exploration costs of $Nil (2008: $466) on the Hummingbird Claims. Exploration costs incurred from inception to March 31, 2009 were $12,939.



Nyinahin Mining Concession



By a mining acquisition agreement dated October 31, 2008 and amended by agreement on December 5, 2008, the Company agreed to acquire a 100% interest in a mineral concession located in the Ashanti region of Ghana, known as the Nyinahin concession, in consideration consisting of:



a)

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



i)

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

ii)

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

iii)

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

iv)

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



b)

2,000,000 restricted shares of common stock of the Company valued at a value of $0.25 per share (based upon the price per share received on a private placement around the time of this agreement) for a total of $500,000.



On December 30, 2008, the Company entered into a promissory note in the amount of $250,000 with a shareholder of the Company (Note 3) whereby the shareholder satisfied the Companys obligations in respect of the Nyinahin Mining Concession agreement for the payments totalling $250,000 that were due by December 31, 2008. During the year ended December 31, 2008, the Company paid $12,500 to the vendor of the Nyinahin Mining Concession which amount has been credited toward the $250,000 obligation due on April 30, 2009.



As at April 30, 2009, the Company had not made the payment of $237,500 in respect of the final payment required on the acquisition of the Nyinahin Mining Concession. The Company and the vendor of the Nyinahin concession, however, expect to re-negotiate an extension of the terms of the acquisition of this concession.



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







---







Note 3

Promissory Note



The promissory note bears interest at 8% per annum.  The outstanding principal balance and accrued interest is due and payable on December 31, 2009.  The promissory note was issued to a shareholder of the Company in exchange for the shareholder, on behalf of the Company, paying 500,000 common shares of the Company in satisfaction of payments totaling $250,000 pursuant to the Nyinahin Mining Concession Acquisition Agreement dated October 31, 2008 and amended on December 5, 2008.



Note 4

Capital Stock



On October 10 2008, the Company issued 600,000 units at $0.25 per unit for gross proceeds of $150,000.  Each unit consists of one common share and one common share purchase warrant.  Each warrant entitles the holder to purchase one share of common stock at $0.25 per share up to October 10, 2010.



On December 10, 2008, the Company issued 2,000,000 common shares valued at $0.25 per share for a total of $500,000 pursuant to the agreement to acquire the Nyinahin Mining Concession in the Republic of Ghana.



On March 23, 2009, the Company has signed an agreement with a consultant to provide consulting services for a period of one year. The consultant was compensated by the issuance of 500,000 common shares of the Company. These shares were issued at their fair value of $0.60 per share for a total of $300,000. The Company has recorded this charge as a prepaid expense for which it is amortizing over the term of the contract.  During the three months ended March 31, 2009, the Company expensed $25,000 in respect of this agreement.  Note 7



Commitments



a)

Share Purchase Warrants



A summary of the Companys share purchase warrants outstanding is presented below:



|                                                  |           |         
|------------------------------------------------- | --------- | --------
|                                                  | 2009     
|                                                  |           | Weighted
|                                                  |           | Average 
|                                                  | Number of | Exercise
|                                                  | Warrants  | Price   
|                                                  |           |         
|Outstanding, December 31,
2008 and March 31, 2009 | 600,000   | $0.25   









---







Note 4

Capital Stock  (contd)



Commitments  (contd)



b)

Share Subscriptions



As at March 31, 2009, the Company had received $36,700 in respect of a subscription for 146,800 units at $0.25 per unit. Each unit consists of a common share and one common share purchase warrant entitling the holder to purchase an additional common share at $0.25 per share for a period of 24 months from the date of closing of the offering. These units have not yet been issued.



Note 5

Related Party Transactions



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



| |                 |       |                    |  |       |               |  |       | January 28, 2003
| | --------------- | ----- | ------------------ |  | ----- | ------------- |  | ----- | ----------------
| |                 |       |                    |  |       |               |  |       | (Date of        
| |                 |       | Three Months Ended |  |       | Inception to)
| |                 |       | March 31,          |  |       | March 31,    
| |                 |       | 2009               |  |       | 2008          |  |       | 2009            
| |                 |       |                    |  |       |               |  |       |                 
| | Interest        | **$** | -                  |  | **$** | 713           |  | **$** | 8,078           
| | Management fees |       | 9,000              |  |       | 3,000         |  |       | 86,000          
| | Director fees   |       | 4,500              |  |       | -             |  |       | 9,000           
| | Rent            |       | 1,500              |  |       | 1,500         |  | **$** | 37,000          
| |                 |       |                    |  |       |               |  |       |                 
| |                 | **$** | 15,000             |  | **$** | 5,213         |  | **$** | 140,078         



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



Included in accounts payable and accrued liabilities is $48,782 (December 31, 2008:  $45,920) owing to directors of the Company for unpaid rent and management fees.



Included in the related party loan is $10,180 (December 31, 2008: $10,180) due to a director of the Company which bears interest of 5% per annum, is unsecured and has no specific terms for repayment.







---







Note 6

Commitments



a)

Effective October 1, 2008, the Company entered into a management agreement with the Companys President for his services at a rate of one thousand five hundred dollars ($1,500) per month.  The agreement is for a term of one year and will continue thereafter on a month to month basis unless terminated



b)

Effective October 1, 2008, the Company entered into a management agreement with the Companys Secretary and Treasurer for his services at a rate of one thousand five hundred dollars ($1,500) per month.  The agreement is for a term of one year and will continue thereafter on a month to month basis unless terminated.



c)

Effective October 1, 2008, the Company entered into a director fee agreement with a director of the Company for his services at a rate of one thousand five hundred dollars $1,500) per month.  The agreement is for a term of one year and will continue thereafter on a month to month basis unless terminated.



Note 7

Supplemental Cash Flow Information



Investing and financing activities that do not have an impact on current cash flows are excluded from the statements of cash flows.  During the three months ended March 31, 2009, the Company issued 500,000 shares at $0.60 per share for a total of $300,000 pursuant to a consulting agreement.



Note 8

Subsequent Events



Subsequent to March 31, 2009, the Company received $25,000 in respect of share subscriptions for 100,000 units at $0.25 per unit. Each unit consists of a common share and one common share purchase warrant entitling the holder to purchase an additional common share at $0.25 per share for a period of 24 months from the date of closing of the offering.  These units have not yet been issued.







---





Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

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

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

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

As used in this quarterly report, the terms "we", "us", "our", "our company" and Sunergy mean Sunergy, Inc., unless otherwise stated.

Corporate Overview

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

On April 10, 2003, we acquired the Humming Bird Property located in British Columbia from Ashworth Explorations Ltd.  We acquired a total of three mineral claims located in the Vancouver Mining Division of British Columbia that have the potential to contain copper, silver and gold mineralization or deposits. Under the new claim ownership system in British Columbia, the property has now been reduced and converted into one claim that totals 15 cells and covers an area of 311 hectares. A cell is a subunit of a claim and measures approximately 20 hectares. In order to acquire a 100% interest in these claims, we paid $3,450 to Ashworth Explorations Ltd. In 2005, 2006, 2007 and 2008 we retained an agent, David Heyman of Vancouver, British Columbia, to re-stake the property and hold it in trust for us. In 2006, we reduced the size of the property so that it only covers areas upon which we have discovered mineralization in our initial exploration program.

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

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







---





On October 31, 2008, we entered into an agreement with General Metals Corporation (OTCBB:GNMT) for the acquisition of its 100% owned Nyinahin Mining Concession located in Ghana, West Africa.  The consideration for the acquisition is to consist of $500,000 in cash, which shall be payable as follows: (i) $50,000 which is to be provided within 5 days of the effective date of the agreement with General Metals, (ii) $200,000 which is to be provided by December 31, 2008, and (iii) the balance of $250,000 which is to be provided by April 30, 2009; and 2,000,000 restricted shares of common stock of our company, issued at a fair value of $0.25 per share.

On October 31, 2008, we provided a partial payment of $12,500 due on the principal payment as noted under the agreement for the acquisition of the Nyinahin Mining. This $12,500 payment is to be credited towards the payment due to General Metals Corporation on April 30, 2009.  On December 5, 2008, we amended the agreement with General Metals Corporation to allow for the initial $250,000 payment to be made on or before December 31, 2008 with the remainder of the $250,000 payment to be payable on or before April 30, 2009. As of the date of this quarterly report, we had not yet made the remainder of the $250,000 payment (being $237,500) due on or before April 30, 2009 to General Metals Corporation.  We are actively negotiating an extension for this payment with General Metals Corporation.

As of December 31, 2008, we issued 2,000,000 restricted shares of our common stock to General Metals Corporation at a fair price of $0.25 per share as noted in the description of the agreement above.

A shareholder of our company, Global Partners LLC, agreed to settle the initial payment of $250,000 to General Metals Corporation.  As a result of this, we entered into a promissory note with Global Capital Partners LLC on December 30, 2008, wherein we agreed to pay the principal amount of $250,000 including interest at a rate of 8% per annum by December 31, 2009.  As a result, we are in compliance with the terms of the acquisition agreement for the Nyinahin Mining Concession.

Effective October 1, 2008, we entered into a management agreement with Joseph B. Guerrero, our President and director. We pay remuneration for his services at a rate of one thousand five hundred dollars ($1,500) per month.  The agreement is for a term of one year and will continue thereafter on a month to month basis unless terminated.

Effective October 1, 2008, we entered into a management agreement with George Polyhronopolous, our Secretary, Treasurer and director. We pay remuneration for his services at a rate of one thousand five hundred dollars ($1,500) per month.  The agreement is for a term of one year and will continue thereafter on a month to month basis unless terminated.

Effective October 1, 2008, we entered into a director fee agreement with Christian Brule, a director of our company. We pay directors fees at a rate of one thousand five hundred dollars ($1,500) per month.  The agreement is for a term of one year and will continue thereafter on a month to month basis unless terminated.

On March 23, 2009, we entered into a consulting agreement with Mark Iacono.  The consulting agreement is for a term of one year and is effective as of the 1st day of March, 2009. Pursuant to the terms of the consulting agreement we agreed to issue 500,000 restricted shares of our common stock to Mr. Iacono and to reimburse him for all reasonable out-of-pocket expenses.

Our Current Business

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

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







---





Humming Bird Property

Our Hummingbird property is located in the Vancouver Mining Division approximately 25 kilometers northeast of Powell River, British Columbia and 100 kilometers northwest of the city of Vancouver.  The property lies on the northwest part of Goat Island, which is located in Powell Lake.

Future Exploration

Based upon previous work conducted on the Hummingbird property, we intend to continue exploration on the claim to test the identified mineralized area in the center of the property, and to evaluate the potential of the remainder of the claim area.

In order to accomplish this, we intend to complete an additional exploration program on the Hummingbird property consisting of grid establishment over a 15-kilometer area, line cutting, soil sampling and mapping.

Line cutting involves removing bush from the property in order to produce straight clearings.  This provides grid boundaries for exploration work.  Typically, the area being explored is divided into small sections.  Results are recorded based on the area of the grid upon which exploration is being conducted.

Mapping involves recording previous exploration data on the property based on the grid area upon which the exploration was conducted.

Soil sampling involves gathering dirtfrom property areas with the most potential to host economically significant mineralization based on past exploration results.  Samples are gathered that appear to contain precious metals such as gold and silver, or industrial metals such as copper.  All samples gathered are sent to a laboratory where they are crushed and analyzed for metal content.

Once we obtain results from our planned exploration program, we intend to conduct magnetometer and VLF-EM surveys over the grid area.

A magnetometersurveyinvolves measuring the strength of the earths magnetic field.  Variations in the magnetic readings on the property may indicate the increased likelihood of precious or base minerals in the area.  VLF-EM surveys consist of two separate surveys:  thevery low frequency (VLF) survey and the electromagnetic survey.  Very low frequency surveys use radio waves to determine whether rocks on a mineral property conduct electricity.  Electromagnetic surveys use electricity and magnets to determine conductivity.  Almost all of the precious and base metals that the Company seeks are above average conductors of electricity and will affect the VLF and electromagnetic readings.

Electromagnetic surveys involve measuring the strength of the earths magnetic field.  Variations in the magnetic readings on a property may indicate the increased likelihood of precious or base minerals in the area.

We completed an initial phase of exploration on the property in January 2004 at a cost of $3,500.  Our follow-up exploration program at a time to be determined will involve completing geophysical surveys on the Hummingbird property.  We expect this will cost about an additional $7,500.  A follow-up drill program will cost an estimated $75,000.  We will proceed to drilling if we determine that additional work is warranted based upon the results of the soil sampling phase of the work program and geophysical survey readings over these mineralized areas.

We will make a decision whether to proceed with each successive phase of the exploration program upon completion of the previous phase and upon our analysis of the results that program.  At the completion of each phase, we will retain a consulting geologist who will review the results of exploration with our board of directors.  Based upon their review, our directors will then determine whether to proceed to the next phase of exploration.

Upon the completion of these preliminary exploration programs, we will need to spend extensive amounts of money and time on additional exploration before we are able to determine whether the Hummingbird property contains economic quantities of mineralization.







---





Our recoverability of minerals from the Hummingbird property will be subject to the confirmation of our interest in the underlying claim.  Such confirmation is required because the staking of mineral claims can be subject to deficiencies, including failure to comply with staking rules, failures to conduct required assessment work or fraud.  Usually, at a stage where a company discovers economically recoverable reserves, title searches and legal opinions are required to confirm the interest in the claim.

Nyinahin Mining Concession

The 150 square kilometer Nyinahin mining concession is located between two geological gold belts, the Bibiani Belt to the west and the Asankrangwa to the east.  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.

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

Future Exploration

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

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



Phases I and II (Duration 12 months -end of first year)



Proposed Exploration

·

Geological Mapping

·

Line Cutting

·

Geochemical Soil Sampling

·

Trenching

·

Pitting

·

Geophysical Investigation



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



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



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



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







---





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



Finally, other geological works will be carried out if considered necessary. It is hoped that any geophysical work already conducted in the area by the Geological Survey will help in the interpretation of the structural problems. At the end of this phase, an internal report will be prepared. The report will form the basis of the Annual Report and on which the detailed prospecting phase will be projected and carried out as the next phase of the project.

Phase III (Duration up to 6 months - beginning of second year)

Detailed Prospecting

·

Geochemical Investigations

·

Trenching and Pitting

·

Structural Geological Mapping

·

Assay

·

Survey work

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

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

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

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

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

Mineralogical and petrographical studies will be carried out.

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

Phase IV (Duration up to 6 months - end of second year)

Target Delineation and Resource Estimation

·

Trenching, Pitting and Sampling

·

RC Drilling (1000m)

·

Other Detailed Geological Work

·

Geological Report.

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







---





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

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

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

Resource Estimation based on trench and RC drilling will be carried out

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

Results of Operations

Three month Summary ending March 31, 2009 and 2008



|                   |                             |          |      |   |         
|------------------ | --------------------------- | -------- | ---- | - | --------
|                   | Three Months Ended
March 31
|                   | 2009                        |          | 2008
|Revenue            | $                           | Nil      |      | $ | Nil     
|Operating Expenses | $                           | 68,452   |      | $ | 18,133  
|Net Loss           | $                           | (68,452) |      | $ | (18,133)

Expenses

Our operating expenses for the three month periods ended March 31, 2009 and March 31, 2008 are outlined in the table below:



|                               |                             |        |      |   |      
|------------------------------ | --------------------------- | ------ | ---- | - | -----
|                               | Three Months Ended
March 31
|                               | 2009                        |        | 2008
|Accounting and audit fees      | $                           | 12,225 |      | $ | 6,244
|Bank charges                   | $                           | 146    |      | $ | 51   
|Consulting fees                | $                           | 25,000 |      | $ | Nil  
|Director fees                  | $                           | 4,500  |      | $ | Nil  
|Filing and transfer agent fees | $                           | 996    |      | $ | 3,159
|Foreign exchange               | $                           | Nil    |      | $ | Nil  
|Interest                       | $                           | 5,000  |      | $ | 713  
|Legal fees                     | $                           | 10,085 |      | $ | 3,000
|Office and miscellaneous       | $                           | Nil    |      | $ | Nil  
|Management fees                | $                           | 9,000  |      | $ | 3,000
|Mineral property costs         | $                           | Nil    |      | $ | 466  
|Rent                           | $                           | 1,500  |      | $ | 1,500

Operating expenses for the three months ended March 31, 2009, increased by 277.50% as compared to the comparative period in 2008 primarily as a result of increases in accounting and audit fees, consulting fees, director fees, interest and legal fees.







---





Revenue



We did not earn any revenues during the period ending March 31, 2009. We do not anticipate earning revenues until such time as we have entered into commercial production on either the Hummingbird Property or the Nyinahin Mining Concession. We can provide no assurance that we will discover economic mineralization on either of our properties, 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



|                          |   |                   |  |   |                  |  |   |                   
|------------------------- | - | ----------------- |  | - | ---------------- |  | - | ------------------
|Working Capital           |   |                   |  |   |                  |  |   |                   
|                          |   | At
March 31,
2009 |  |   | At
Dec. 31,
2008 |  |   | Increase/
Decrease
|Current Assets            | $ | 275,000           |  | $ | 648              |  | $ | 274,352           
|Current Liabilities       | $ | 383,066           |  | $ | 371,962          |  | $ | 11,104            
|Working Capital (deficit) | $ | (108,066)         |  | $ | (371,314)        |  | $ | 263,248           



|                                                    |   |                                   |  |   |                                  
|--------------------------------------------------- | - | --------------------------------- |  | - | ---------------------------------
|Cash Flows                                          |   |                                   |  |   |                                  
|                                                    |   | Three Months Ended
March 31,
2009 |  |   | Three Months Ended
March 31,
2008
|Net Cash Provided (Used in) by Operating Activities | $ | 32,348                            |  | $ | 2,203                            
|Net Cash Provided by Investing Activities           | $ | Nil                               |  | $ | Nil                              
|Net Cash Provided by Financing Activities           | $ | 31,700                            |  | $ | 3,311                            
|Increase in Cash During the Period                  | $ | (648)                             |  | $ | 5,514                            

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

As at March 31, 2009, we received $36,700 in respect of share subscriptions for 146,800 units at $0.25 per unit.  Each unit consists of one common share and one common share purchase warrant.  Each warrant entitles the holder to purchase an additional common share $0.25 per share for a period of 24 months from the date of the closing of offering.  These shares have not yet been issued.

Subsequent to March 31, 2009, we received $25,000 in respect of share subscriptions for 100,000 units at $0.25 per unit. Each unit consists of a common share and one common share purchase warrant entitling the holder to purchase an additional common share at $0.25 per share for a period of 24 months from the date of closing of the offering.  These units have not yet been issued.

Contractual Obligations

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







---





Going Concern

In their audit report relating to our financial statements for the period ended December 31, 2008, our independent accountants indicated that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our net loss position, our failure to attain profitable operations and our dependence upon obtaining adequate financing. All of these factors continue to exist and raise doubt about our status as a going concern.

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

The Company complies with Financial Accounting Standards Board Statement No. 7 and Securities and Exchange Commission Act Guide 7 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.

Mineral Property Costs

Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, Whether Mineral Rights Are Tangible or Intangible Assets. The Company assesses the carrying costs for impairment under SFAS 144, Accounting for Impairment or Disposal of Long Lived Assets at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.







---





Environmental Costs

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

Asset Retirement Obligation

The Company accounts for asset retirement obligations in accordance with the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations".  SFAS No. 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.  At December 31, 2008, the Company had not undertaken any drilling activity on its properties and had not incurred significant reclamation obligations.  As such, no asset retirement obligation accrual was made in the December 31, 2008 and 2007 financial statements.

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets as required by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

On September 15, 2006, FASB issued Statement No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 references fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. SFAS No. 157 does not expand the use of fair value in any new circumstances. Originally, SFAS No. 157 was effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Accordingly, we adopted SFAS No. 157 in the first quarter of fiscal year 2008. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157, which provides a one year deferral of the effective date of SFAS No. 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, the Company has adopted the provisions of SFAS No. 157 with respect to its financial assets and liabilities only.

On January 1, 2008, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. SFAS No. 159 gives us the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis with the difference between the carrying value before election of the fair value option and the fair value recorded upon election as an adjustment to beginning retained earnings.  As of December 31, 2008, the Company had not elected the fair value option for any eligible financial asset or liability.







---





Recent Accounting Pronouncements Not Yet Adopted

In December 2007, the FASB issued SFAS No. 141 (Revised) Business Combinations. SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree.  The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  The guidance will become effective for the first fiscal year beginning after December 15, 2008.  The Companys management is in the process of evaluating the impact SFAS 141 (Revised) will have on the Companys financial statements upon adoption.

In December 2007, the FASB issued SFAS No. 160 Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51. SFAS 160 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.  The guidance will become effective for the first fiscal year beginning after December 15, 2008.  The Companys management is in the process of evaluating the impact SFAS 160 will have on the Companys financial statements upon adoption.

In January 2008, Staff Accounting Bulletin (SAB) 110, Share-Based Payment was issued.  Registrants may continue, under certain circumstances, to use the simplified method in developing estimates of the expected term of share options as initially allowed by SAB 107, Share-Based Payment. The adoption of SAB 110 should have no effect on the financial position and results of operations of the Company.

In March 2008, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 Accounting for Derivative Instruments and Hedging Activities (SFAS 133) , which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on financial position, financial performance and cash flows.  SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008.  The adoption of SFAS 161 should have no effect on the financial position and results of operations of the Company.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.  The Company does not expect there to be any significant impact of adopting SFAS 162 on its financial position, cash flows and results of operations.

In May 2008, the FASB issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS 133. Convertible debt instruments within the scope of FSP APB 14-1 are not addressed by the existing APB 14. FSP APB 14-1 requires that the liability and equity components of convertible debt instruments within the scope of FSP APB 14-1 be separately accounted for in a manner that reflects the entitys nonconvertible debt borrowing rate. This requires an allocation of the convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component will be reported as a debt discount and subsequently amortized to earnings over the instruments expected life using the effective interest method. FSP APB 14-1 is effective for the Companys fiscal year beginning January 1, 2009 and will be applied retrospectively to all periods presented. The Company is currently evaluating the effects of adopting FSP APB 14-1.







---





In June 2008, the FASB ratified the consensus reached on EITF Issue No. 07-05, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entitys Own Stock. EITF Issue No. 07-05 clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entitys own stock, which would qualify as a scope exception under SFAS No. 133. EITF Issue No. 07-05 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption for existing instruments is not permitted. The Company does not believe that the pending adoption of EITF Issue No. 07-05 will have a material effect on the Companys financial statements

Item 3.  Quantitative Disclosures About Market Risks

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



Item 4T.  Controls and Procedures.

Managements Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer) and our treasurer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. 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 March 31, 2009, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer) and our treasurer (who is acting as our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer) and our treasurer (who is acting as our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual 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, as described in greater detail below. 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.

Managements Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our principal executive and principal financial officer, the effectiveness of our internal control over financial reporting as of March 31, 2009.

Based on its evaluation under the framework in Internal ControlIntegrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management, with the participation of our principal executive and principal financial officer concluded that our internal control over financial reporting was not effective as of March 31, 2009, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below. 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.







---







Material Weaknesses Identified

Based on our managements evaluation required by paragraph (d) of Rule 13a-15 and of Rule 15d-15 of the Exchange Act, certain significant deficiencies in internal control became evident to management that our management believes represent material weaknesses, including:

| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (i)   | Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the quarter ended March 31, 2009, we had limited staff that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)  | There is a lack of sufficient supervision and review by our management;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii) | Insufficient corporate governance policies. Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management; and                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv)  | Our company's accounting staff does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. Management corrected any errors prior to the release of our company's March 31, 2009 financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2009 assessment of the effectiveness of our internal control over financial reporting.

We have implemented certain remediation measures and are in the process of designing and implementing additional remediation measures for the material weaknesses described in this annual report. Such remediation activities include the following:

| |     |                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | We intend to hire outside consultants with sufficient expertise in accounting for complex US GAAP issues for our 2009 fiscal year;                 
| |     |                                                                                                                                                    
| | (2) | We intend to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes and;









---





Inherent limitations on effectiveness of controls

Our principal executive and principal financial officer does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 1A.  Risk Factors

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

Our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

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







---





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

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

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

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

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

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

If we establish the existence of a mineral resource on one of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

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







---





Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

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

Mineral prices are subject to dramatic and unpredictable fluctuations.

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

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

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

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

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 $Nilas of March 31, 2009. At March 31, 2009, we had a working capital deficit of $108,066. We incurred a net loss of $68,452for the three months ended March 31, 2009 and $359,514 since inception. We will have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity and debt securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral property, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.

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

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

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

Our stock is a penny stock. Trading of our stock may be restricted by the SECs penny stock regulations and FINRAs sales practice requirements, which may limit a stockholders ability to buy and sell our stock.

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







---





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

Other Risks

Trends, Risks and Uncertainties

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

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

None.

Item 3.  Defaults Upon Senior Securities.

None.

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

None.

Item 5.  Other Information

None.







---





Item 6.  Exhibits.

Exhibits required by Item 601 of Regulation S-K

|               |                                                                                                                                                                                                                             
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number | Description                                                                                                                                                                                                                 
|(3)            | Articles of Incorporation and By-laws                                                                                                                                                                                       
|3.1            | Articles of Incorporation  (incorporated by reference from our Registration Statement on Form SB-2 filed on February 23, 2004)                                                                                              
|3.2            | Bylaws  (incorporated by reference from our Registration Statement on Form SB-2 filed on February 23, 2004)                                                                                                                 
|(10)           | Material Contracts                                                                                                                                                                                                          
|10.1           | Mineral Property Staking and Purchase Agreement dated April 10, 2003 (incorporated by reference from our Registration Statement on Form SB-2/A filed on June 30, 2004)                                                      
|10.2           | Mining Acquisition Agreement dated October 31, 2008 between our company and General Metals Corporation (incorporated by reference from our Current Report on Form 8-K filed on December 10, 2008)                           
|10.3           | Amending Agreement to the Mining Acquisition Agreement dated December 5, 2008 between our company and General Metals Corporation. (incorporated by reference from our Current Report on Form 8-K filed on December 10, 2008)
|(14)           | Code of Ethics                                                                                                                                                                                                              
|14.1*          | Code of Ethics and Business Conduct (incorporated by reference from our Annual Report on Form 10-K filed on April 20, 2009)                                                                                                 
|(31)           | Rule 13a-14(d)/15d-14(d) Certifications                                                                                                                                                                                     
|31.1*          | Section 302 Certification of Principal Executive Officer                                                                                                                                                                    
|31.2*          | Section 302 Certification of Principal Accounting Officer and Principal Financial Officer.                                                                                                                                  
|(32)           | Section 1350 Certifications                                                                                                                                                                                                 
|32.1*          | Section 906 Certification of Principal Executive Officer                                                                                                                                                                    
|32.2*          | Section 906 Certification of Principal Accounting Officer and Principal Financial Officer.                                                                                                                                  



*

Filed herewith







---





SIGNATURES

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



SUNERGY, INC.



/s/ Joseph B. GuerreroBy: Joseph B. Guerrero, President
and Director 
(Principal Executive Officer)

Dated:  May 26, 2009



/s/ George PolyhronopolousBy: George Polyhronopolous,
Treasurer, Secretary and Director
(Principal Financial Officer) 
Dated: May 26 , 2009









---