UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





x
                Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended November 30,
      2009 ̈
                Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period  __________
    to __________Commission
      File Number: 333-145910




SunSi
      Energies Inc.(Exact
      name of registrant as specified in its charter)




Nevada
                
                20-8584329(State
      or other jurisdiction of incorporation or organization)
                
                (IRS
      Employer Identification No.)





45
      Main Street, Suite 309
              Brooklyn,
      New York(Address
      of principal executive offices)





646-205-0291(Issuer’s
      telephone number)




Check
whether the issuer (1) 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 issuer 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


Yes   ̈  No   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





 ̈ Large
      accelerated filer
             ̈ Accelerated
      filer ̈ Non-Accelerated
      filer
            x Smaller
      reporting company





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  ̈
Yes   x No





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 27,072,500 common shares as of November 30,
2009.








PageItem
      1:
              Financial
      Statements
              3Item
      2:
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              4Item
      3:
              Quantitative
      and Qualitative Disclosures About Market Risk
              8Item
      4T:
              Controls
      and Procedures
              8Item
      1:
              Legal
      Proceedings
              9Item
      1A:
              Risk
      Factors
              9Item
      2:
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              9Item
      3:
              Defaults
      Upon Senior Securities
              9Item
      4:
              Submission
      of Matters to a Vote of Security Holders
              9Item
      5:
              Other
      Information
              9Item
      6:
              Exhibits
              9




2





PART
I - FINANCIAL INFORMATION





Item
1.       Financial Statements





Our
      unaudited financial statements included in this Form 10-Q are as
      follows:F-1
              Consolidated
      Balance Sheet as of May 31, 2009; and Unaudited Interim Balance Sheet as
      of  November 30, 2009;F-2
              Interim
      Unaudited Consolidated Statement of Operations and Comprehensive (Loss)
      for the Three  Months and for the Six Months ended November 30,
      2009 and November 30, 2008  and from inception to November 30,
      2009;F-3
              Interim
      Unaudited Consolidated Statements of Cash Flows for the Six Months Ended
      November 30, 2009 and November 30, 2008 and from inception to November 30,
      2009;F-4
              Notes
      to Interim Unaudited Consolidated Financial
  Statements;





These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended November 30, 2009 are not necessarily indicative of the results
that can be expected for the full year.


3





SUNSI
ENERGIES INC.


(A
Development Stage Company)


Interim
Consolidated Balance Sheets





November 30,
                        2009
                        (Unaudited)
                      
                      
                      May 31, 2009Current
      assets:Cash
                      
                      $
                      526,032
                      
                      
                      $
                      4,190Total
      current assets
                      
                      
                      526,032
                      
                      
                      
                      4,190Total
      assets
                      
                      $
                      526,032
                      
                      
                      $
                      4,190LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
                      
                      $
                      215,152
                      
                      
                      $
                      143,741Advances
      payable
                      
                      
                      265,651
                      
                      
                      
                      -Advances
      payable-related party
                      
                      
                      20,836
                      
                      
                      
                      20,836Total
      current liabilities
                      
                      
                      501,639
                      
                      
                      
                      164,577Stockholders’
      equity (Deficit)Common
      stock, $0.001 par value, 75,000,000 shares authorized, 27,072,500
      issued and outstanding at November 30 and 26,760,000 at May 31,
      2009
                      
                      
                      27,072
                      
                      
                      
                      26,760Additional
      paid in capital
                      
                      
                      649,504
                      
                      
                      
                      24,816Accumulated
      deficit
                      
                      
                      (652,183
                      )
                      
                      
                      (211,963
                      )Total
      stockholder’s equity (Deficit)
                      
                      
                      24,393
                      
                      
                      
                      (160,387
                      )Total
      liabilities and stockholders' equity (Deficit)
                      
                      $
                      526,032
                      
                      
                      $
                      4,190





The
accompanying notes make up an integral part of these financial
statements


F-1





SUNSI
ENERGIES INC.


(A
Development Stage Company)


Interim
Consolidated Statements of Operations and Comprehensive (Loss)
(Unaudited)




Three
      Months
                                  Ended
                                  November
      30,
                                
                                
                                Six
      Months
                                  Ended
                                  November
      30,
                                
                                
                                From inception
                                  (January
      30,
                                  2007)
      to
                                  November 30,2009
                                
                                
                                2008
                                
                                
                                2009
                                
                                
                                2008
                                
                                
                                2009REVENUE
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -OPERATIONMining
      exploration
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                9,440Professional
      fees
                                
                                
                                275,332
                                
                                
                                
                                -
                                
                                
                                
                                433,738
                                
                                
                                
                                -
                                
                                
                                
                                558,173General
      and administrative
                                
                                
                                2,549
                                
                                
                                
                                6,563
                                
                                
                                
                                6,482
                                
                                
                                
                                12,310
                                
                                
                                
                                84,570277,881
                                
                                
                                
                                6,563
                                
                                
                                
                                440,220
                                
                                
                                
                                12,310
                                
                                
                                
                                652,183(Loss)
                                
                                
                                (277,881
                                )
                                
                                
                                (6,563
                                )
                                
                                
                                (440,220
                                )
                                
                                
                                (12,310
                                )
                                
                                
                                (652,183
                                )Income
      tax benefit
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Net
      (Loss)
                                
                                $
                                (277,881
                                )
                                
                                $
                                (6,563
                                )
                                
                                $
                                (440,220
                                )
                                
                                $
                                (12,310
                                )
                                
                                $
                                (652,183
                                )-Net
      (Loss) Per Common Share Basic
                                
                                $
                                (0.01
                                )
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.02
                                )
                                
                                $
                                (0.01
                                )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES
                                
                                
                                26,894,478
                                
                                
                                
                                26,760,000
                                
                                
                                
                                26,826,871
                                
                                
                                
                                26,760,000


The
accompanying notes make up an integral part of these financial
statements


F-2





SUNSI
ENERGIES INC.


(A
Development Stage Company)


Interim
Consolidated Statements of Cash Flows (Unaudited)





Six Months
                          Ended
                          November 30,
                          2009
                        
                        
                        Six Months
                          Ended
                          November 30,
                          2008
                        
                        
                        From Inception
                          (January 30,
                          2007) to
                          November 30,
                          2009OPERATING
      ACTIVITIESNet
      income (loss) for the period
                        
                        $
                        (440,220
                        )
                        
                        $
                        (12,310
                        )
                        
                        $
                        (652,183
                        )Adjustments
      to reconcile net loss  to net cash provided by (used in)
      operations
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Changes
      in operating assets and liabilities:Accounts
      payable
                        
                        
                        71,411
                        
                        
                        
                        3,990
                        
                        
                        
                        215,152Advances
      payable-related party
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        20,836Net
      cash provided by (used in) operating activities
                        
                        
                        (368,809
                        )
                        
                        
                        (8,320
                        )
                        
                        
                        (416,195
                        )Investing
      Activities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      cash used in investing activities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Financing
      ActivitiesIssuance
      of common stock
                        
                        
                        625,000
                        
                        
                        
                        -
                        
                        
                        
                        663,000Advances
      payable
                        
                        
                        265,651
                        
                        
                        
                        8,000
                        
                        
                        
                        265,651Capital
      contributions
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        13,576Net
      cash provided by financing activities
                        
                        
                        890,651
                        
                        
                        
                        8,000
                        
                        
                        
                        942,227NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                        
                        
                        521,842
                        
                        
                        
                        (320
                        )
                        
                        
                        526,032Cash
      and cash equivalents at beginning of period
                        
                        
                        4,190
                        
                        
                        
                        705CASH
      & CASH EQUIVALENTS AT END OF PERIOD
                        
                        $
                        526,032
                        
                        
                        $
                        385
                        
                        
                        $
                        526,032Supplemental
      disclosures of cash flow informationCash
      paid during period forInterest
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Income
      taxes
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -





The
accompanying notes make up an integral part of these financial
statements


F-3





SUNSI
ENERGIES INC.


(A
Development Stage Company)


Notes to
Unaudited Consolidated Financial Statements





NOTE 1 -
CONDENSED FINANCIAL STATEMENTS





The
accompanying consolidated financial statements have been prepared by the Company
without audit.  In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at November 30, 2009
and for all periods presented have been made.





Certain
information and footnote disclosures normally included in consolidated financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's May 31, 2009 audited consolidated financial statements.  The
results of operations for the periods ended November 30, 2009 and November 30,
2008 are not necessarily indicative of the operating results for the full
years.





NOTE 2 -
GOING CONCERN





The
Company’s consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  The Company has had no revenues and has generated losses
from operations.





The
Company has incurred losses since inception resulting in an accumulated deficit
of $652,183.  Its ability to continue as a going concern is dependent
upon the ability of the Company to generate profitable operations in the future
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 intends to address the going concern issue by funding
future operations through the sale of equity capital and by director loans, if
needed.





NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation





The
consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States
and are expressed in U.S. Dollars.  The Company’s fiscal year-end is
May 31.  The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary SunSi Energies Hong Kong Ltd., which
had no activity through November 30, 2009 other than incorporation, legal fees
and start-up costs.




Use of
Estimates





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





Financial
Instruments





The
carrying value of cash approximates their fair value because of the short-term
maturity of these instruments.  The company’s operations are in Canada
and virtually all of its assets are giving rise to significant exposure to
market risks from changes in foreign currency rates. The financial risk is the
risk to the Company’s operations that arise from fluctuations in foreign
exchange rates and the degree of volatility of these
rates.  Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.


F-4





SUNSI
ENERGIES INC.


(A
Development Stage Company)


Notes to
Unaudited Consolidated


Financial
Statements





NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES (continued)





Concentration of Credit
Risk





Financial
instruments that potentially subject the Company to credit risk consist
principally of cash.  Cash is deposited with a high quality credit
institution.





Income
Taxes





Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not.  The Company has adopted FASB ASC
740 as of its inception.  Pursuant to FASB ASC 740 the Company is
required to compute tax asset benefits for net operating losses carried forward.
Potential benefit of net operating losses have not been recognized in the
financial statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in future
years.





Basic and Diluted Net Income
(Loss) Per Share





The
Company computes net income (loss) per share in accordance with ASC 260
“Earnings per Share”.  ASC 260 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income
statement.  Basic EPS is computed by dividing net income (loss)
available to common stockholders (numerator) by the weighted average number of
shares outstanding (denominator) during the period.  Diluted EPS gives
effect to all dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock using the
if-converted method.  In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be
purchased from the exercise of stock options or warrants.  Diluted EPS
excludes all dilutive potential shares if their effect is
anti-dilutive.





Revenue
Recognition





The
Company is a development stage entity and has not recognized any revenues since
inception. The Company is in the process of acquiring a facility in China that
produces trichlorosilane (TCS) and certain byproducts.   In the
event this acquisition is successfully consummated the Company will generate
revenues from the sales of TCS and certain by products. Revenue will be
recognized when all of the following elements are satisfied (i) there are no
uncertainties regarding customer acceptance;(ii) there is persuasive evidence
that an agreement exists; (iii) delivery has occurred; (iv) legal title to the
products has transferred to the customer; (v) the sales price is fixed or
determinable; and (vi) collectability is reasonably assured.





NOTE 4 –
THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS





Statement
of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855),
"Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of
Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC
Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC
Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB Statement No.
162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.





Accounting
Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU's No. 2009-2 through ASU No. 2010-03 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been
significant.


F-5





SUNSI
ENERGIES INC.


(A
Development Stage Company)


Notes to
Unaudited Consolidated


Financial
Statements





NOTE
5   ADVANCES PAYABLE





During
the period from June 1, 2009 to November 30, 2009 the Company received
advances  amounting to $265,561 from two non-affliate
stockholders to help fund the operations of the Company until proceeds were
received from the Company’s  stock Offering. See notes to the
Unaudited Consolidated Financial Statements, Note 7  Stockholders’
Equity, and Note 11 Subsequent Events. The advances were made to the Company on
an interest free basis. Therefore no interest has been accrued in the Company’s
financial statements. These advances are expected to be repaid in the first
quarter of 2010.





NOTE 6 –
INCOME TAXES





Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not.  The Company has incurred a net
operating loss of $652,183, which expires in 2029.  Pursuant to ASC
740 the Company is required to compute tax asset benefits for net operating
losses carried forward.  Potential benefit of net operating losses
have not been recognized in these financial statements because the Company
cannot be assured it is more likely than not it will utilize the net operating
losses carried forward in future years.





The
components of the net deferred tax asset at November 30, 2009, the statutory tax
rate, the effective tax rate and the elected amount of the valuation allowance
are indicated below:





November
      30, 2009Net
      Operating Loss
                        
                        $
                        652,183Statutory
      Tax Rate
                        
                        
                        35
                        %Effective
      Tax Rate
                        
                        
                        —Deferred
      Tax Asset
                        
                        
                        228,264Valuation Allowance
                        
                        $
                        (228,264
                        )Net Deferred Tax Asset
                        
                        
                        —





The
Company follows the provisions of uncertain tax positions as addressed in FASB
ASC 740-10-65-1. The Company recognized approximately no increase in the
liability for unrecognized tax benefits.





The
Company has no tax positions at November 30, 2009 and 2008 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility. The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in
operating expenses. No such interest or penalties were recognized during
the periods presented. The Company had no accruals for interest and penalties at
November 30,  2009 or 2008.


F-6





SUNSI
ENERGIES INC.


(A
Development Stage Company)


Notes to
Unaudited Consolidated


Financial
Statements





NOTE 7 –
STOCKHOLDERS’ EQUITY





The
Company is authorized to issue 75 million shares of common stock at a par value
of $0.001 and had 27,072,500 shares of common stock issued and outstanding as of
November 30, 2009.  On March 24, 2009, the Board of Directors approved
a 12 for 1 forward stock split.  The split has been reflected in the
consolidated financial statements for all periods presented.





The
Company is conducting a private placement of its common stock at a price of
$2.00 per share with a maximum issuance of 8,000,000
shares  (‘Offering’).  During the quarter ended November 30,
2009, the company accepted subscriptions agreements from investors and
correspondingly issued 312,500 shares of its common stock pursuant to the
Offering, and received $625,000 in gross proceeds.





NOTE 8 –
RELATED PARTY TRANSACTIONS





At
November 30, 2009, the Company owes $20,836 to an entity owned by the Company’s
Chief Accounting Officer.  The amount owed is for expenses paid on
behalf of the Company.





NOTE 9 –
COMMITMENTS





SunSi
Energies Inc. entered into various engagement agreements for advisory and
consulting services on non-exclusive basis to obtain equity
capital.  In the event that the Company completes a financing from a
funding source provided by one of the consultants, then such consultant will
receive a finders or referral fee at closing ranging from seven percent (7%) to
ten percent (10%) of the amount received by the Company.  The
financing sought is in the amount of $16,000,000 in equity.  The
maximum potential amount of finders fees that can be paid amounts to$1,600,000.
In addition there are legal fees associated with each
transaction.  The Consultant will be paid at closing directly from the
proceeds of the financing. The terms and conditions of financing are subject to
Company approval.





NOTE 10 –
OTHER EVENTS





The
Company incorporated on April 7, 2009 a wholly-owned subsidiary in Hong Kong
 in the name of “SunSi Energies Hong Kong Limited” and this Company has
entered into two (2)  Joint Venture Agreements with a Chinese Company
respectively on June 18 and June 19, 2009. Upon completion and satisfaction of
due diligence SunSi Energies Hong Kong has committed to invest a total of
10,000,000US$ in exchange for 90% of the capital stock in the newly formed PRC
 Joint Venture Company who will have received all of the assets, expertise
and technology of an existing Trichlorosilane (TCS) production facility in Zibo,
China, as well as its affiliated trucking and transportation company, which
delivers TCS from the production facility to existing clients within China. The
company will be engaged in the production of TCS, a chemical that is primarily
used in the production of polysilicon, with a current production capacity of
25,000 metric tons of TCS per year.





SunSi
Energies Hong Kong had no activity from the date of incorporation through
November 30, 2009 other than incorporation, legal fees and start-up
costs.


F-7





SUNSI
ENERGIES INC.


(A
Development Stage Company)


Notes to
Unaudited Consolidated


Financial
Statements





NOTE 11 –
SUBSEQUENT EVENTS





On
December 12, 2009, SunSi Energies, Inc. through its wholly-owned subsidiary
SunSi Energies Hong Kong Limited (“SunSi HK”) entered into an Exclusive
Distribution Framework Agreement with Zibo Baokai Commerce and Trade Co., Ltd.
and Zibo Baoyun Chemical Plant (“Agreement”). Pursuant to the terms of the
Agreement SunSi HK will be the exclusive distributor of Zibo Baoyun Chemical
Plant’s trichlorisane production for sales outside of the People’s Republic of
China for an initial period of 18 months with a subsequent 18 months term
available at SunSi HK’s option.





On
December 18, 2009, the Company entered into a subscription agreement for the
sale of 2,500,000 shares of its common stock in the Offering with one accredited
investor for a total receivable of $5,000,000.  As of January 14,
2010, the Company has not yet received the amount of $5,000,000, and has not
issued such shares


F-8





Item
2.     Management’s Discussion and Analysis or Plan of
Operation





Forward-Looking
Statements





Certain
statements in this quarterly report, other than purely historical information,
including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those
statements are based, are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934.   These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions.  We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions.  Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.





Overview





The
Company is in the business of acquiring TCS production facilities and
distribution rights in China.  SunSi aims to acquire and develop a
portfolio of high quality TCS producing facilities that are strategically
located and possess a potential for future growth and expansion. TCS is the main
feedstock of the solar energy industry, used in the production of silicon, which
in turn is used in the production of solar photovoltaic (PV) energy producing
panels.





Acquisition
of TCS Production Facilities





The
Company plans to base its Asian operations through its 100% owned subsidiary
SunSi Energies Hong Kong, Inc., a Hong Kong-based company (“SunSi HK”) which
currently has no operations but has entered into a joint venture agreement to
purchase 90% of Zibo Baoyun Chemical Plant (“ZBC”) in Zibo, China, a major TCS
producer, as well as its related transportation company, the Zibo Baoxin
Transportation Co Ltd. (“ZBT”), which transports the finished TCS product from
the ZBC TCS manufacturing facility to clients across China.  The ZBC
facility in Zibo currently has a production capacity of 25,000 metric tons (MT)
of TCS annually.





The terms
of the joint venture agreement require the Company to raise and pay
$10,000,000  for the acquisition of the ZBC and ZBT assets and to
expand the current ZBC production capacity to 45,000 MT of TCS.





Additionally,
the Company intends to raise an additional $6,000,000  to make other
potential TCS manufacturing facility acquisitions and for general corporate
purposes.





Zibo
Baoyun Chemical Plant





ZBC was
founded in February 2003 and has a current production capacity of 25,000 MT of
TCS per year. TCS is the key feedstock for almost all PV solar cells and modules
produced today (over 90% in 2008).





While we
do not have complete assurance that we will not encounter issues that would make
the ZBC acquisition unsuitable for our strategy, we feel that ZBC’s assets
satisfy most or all of the criteria we have established.  If we
encounter insurmountable issues in the ZBC acquisition, our board of directors
will pursue the acquisition of different TCS manufacturing facilities, which may
include multiple smaller TCS manufacturing facilities instead of one larger
facility at a single location, or the ZBC facility.




ZBT:
Transportation and Delivery





In
addition to the planned acquisition of ZBC, we intend to acquire ZBT, a
transportation company which transports the finished product from the ZBC
chemical facility to clients across China. With a total capacity of over 160
tons, ZBT’s fleet includes over 25 vehicles, 5 of which are heavy loading
equipment. ZBT holds special permits and licenses to transport dangerous goods
within China. If acquired, we plan on growing the ZBT fleet of vehicles to
deliver the additional TCS produced by the new expansion
facility.


4





ZBC
Distribution Rights





As the
Company proceeds to meet the conditions to close the acquisition of ZBC, on
December 12, 2009, SunSi HK  entered into an Exclusive Distribution
Framework Agreement with Zibo Baokai Commerce and Trade Co., Ltd. and ZBC.
Pursuant to the terms of the transaction, SunSi HK will be the exclusive
distributor of ZBC Baoyun Chemical Plant’s trichlorisane production for sales
outside of the People’s Republic of China for an initial period of 18 months
with a subsequent 18 months term available at SunSi HK’s option.





Results
of Operations for the Three Months ended November 30, 2009 and 2008





Revenues.





We did
not earn any revenues for the three months ended November 30, 2009 and 2008, or
from inception through the period ending November 30, 2009. We do not anticipate
earning revenues until such time that we are able to acquire TCS manufacturing
facilities and begin our planned business of producing and selling
TCS.





Operating
Expenses.





We
incurred operating expenses for the three months ended November 30, 2009 and
2008 in the amounts of $277,881 and $6,563 respectively. Operating expenses for
the three months ended November 30, 2009 included general and administrative
expenses in the amount of $2,549 and professional fees expenses in the amount of
$275,332. Operating expenses for the three months ended November 30, 2008
included general and administrative expenses in the amount of
$6,563.  The increase in operating expenses from 2008 to 2009 is
attributable to the increased cost of locating and conducting due diligence on
TCS manufacturing facilities for acquisition, as compared with the operating
expenses required by our previous business plan of maintaining an option for
claims in the mineral mining industry.





Net (Loss).





We
incurred a net loss for the three months ended November 30, 2009 and 2008 in the
amounts of $277,881 and $6,563, respectively. Our losses for all periods are
attributable to operating expenses and our lack of revenue.





Results
of Operations for the Six Months ended November 30, 2009 and 2008





Revenues.




We did
not earn any revenues for the six months ended November 30, 2009 and 2008, or
from inception through the period ending November 30, 2009. We do not anticipate
earning revenues until such time that we are able to acquire TCS manufacturing
facilities and begin our planned business of producing and selling
TCS.





Operating
Expenses.




We
incurred operating expenses for the six months ended November 30, 2009 and 2008
in the amounts of $440,220 and $12,310, respectively. Operating expenses for the
six months ended November 30, 2009 included general and administrative expenses
in the amount of $6,482 and professional fees expenses in the amount of
$433,738. Operating expenses for the six months ended November 30, 2008 included
general and administrative expenses in the amount of $12,310.  The
increase in operating expenses from 2008 to 2009 is attributable to the
increased cost of locating and conducting due diligence on TCS manufacturing
facilities for acquisition, as compared with the operating expenses required by
our previous business plan of maintaining an option for claims in the mineral
mining industry.





Net (Loss).




We
incurred a net loss for the six months ended November 30, 2009 and 2008 in the
amounts of $440,220 and $12,310, respectively. Our losses for all periods are
attributable to operating expenses and our lack of revenue.





Liquidity
and Capital Resources





The
accompanying consolidated financial statements have been prepared on a
going-concern basis, which contemplates the realization of assets and
satisfaction of liabilities and other commitments in the normal course of
business.





As of
November 30, 2009, we had cash of $526,032 as our only current asset and current
liabilities of $501,639. We therefore had a working capital of $24,393 as of
November 30, 2009.





The
Company is pre-revenue and therefore to implement its business plan of acquiring
TCS manufacturing facilities it will need to raise capital.  The
Company believes that its existing sources of liquidity, along with cash
expected to be generated from the issuance of debt and/or equity securities,
will be sufficient to fund its operations, anticipated capital expenditures,
working capital and other financing requirements through May 31, 2010. In order
to fund capital expenditures or increase working capital above the current plan,
or complete any acquisitions, the Company may seek to obtain additional debt or
equity financing. It may also need to obtain additional debt or equity financing
if it experiences downturns or cyclical fluctuations in its business that are
more severe or longer than anticipated, or if the Company fails to achieve
anticipated revenue, experiences significant increases in the costs associated
with products sales, or if it engages in additional strategic transactions.
However, the Company cannot provide assurance that such financing will be
available to it on favorable terms, or at all. If, after utilizing the existing
sources of capital available to the Company, further capital needs are
identified and the Company is not successful in obtaining the financing, it may
be forced to curtail its planned future operations.


5





Critical
Accounting Policies





We
prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Our
management periodically evaluates the estimates and judgments made. Management
bases its estimates and judgments on historical experience and on various
factors that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates as a result of different assumptions or
conditions.





The
methods, estimates, and judgment we use in applying our most critical accounting
policies have significant impact on the results we report in our financial
statements. The SEC has defined "critical accounting policies" as those
accounting policies that are most important to the portrayal of our financial
condition and results, and require us to make our most difficult and subjective
judgments, often as a result of the need to make estimates of matters that are
inherently uncertain. Based upon this definition, our most critical estimates
are described below. We also have other key accounting estimates and policies,
but we believe that these other policies either do not generally require us to
make estimates and judgments that are as difficult or as subjective, or it is
less likely that they would have a material impact on our reported results of
operations for a given period. Although we believe that our estimates and
assumptions are reasonable, they are based upon information presently available,
and actual results may differ significantly from these estimates.





Basis of
Presentation





The
consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States
and are expressed in U.S. Dollars.  The Company’s fiscal year-end is
May 31.  The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary SunSi Energies Hong Kong Ltd., which
had no activity through November 30, 2009 other than incorporation, legal fees
and start-up costs.





Use of
Estimates





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





Financial
Instruments





The
carrying value of cash approximates their fair value because of the short-term
maturity of these instruments.  The company’s operations are in Canada
and virtually all of its assets are giving rise to significant exposure to
market risks from changes in foreign currency rates. The financial risk is the
risk to the Company’s operations that arise from fluctuations in foreign
exchange rates and the degree of volatility of these
rates.  Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.





Concentration of Credit
Risk





Financial
instruments that potentially subject the Company to credit risk consist
principally of cash.  Cash is deposited with a high quality credit
institution.





Income
Taxes





Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not.  The Company has adopted FASB ASC
740 as of its inception.  Pursuant to FASB ASC 740 the Company is
required to compute tax asset benefits for net operating losses carried forward.
Potential benefit of net operating losses have not been recognized in the
financial statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in future
years.


6





Basic and Diluted Net Income
(Loss) Per Share





The
Company computes net income (loss) per share in accordance with ASC 260
“Earnings per Share”.  ASC 260 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income
statement.  Basic EPS is computed by dividing net income (loss)
available to common stockholders (numerator) by the weighted average number of
shares outstanding (denominator) during the period.  Diluted EPS gives
effect to all dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock using the
if-converted method.  In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be
purchased from the exercise of stock options or warrants.  Diluted EPS
excludes all dilutive potential shares if their effect is
anti-dilutive.





Revenue
Recognition





The
Company is a development stage entity and has not recognized any revenues since
inception. The Company is in the process of acquiring a facility in China that
produces trichlorosilane (TCS) and certain byproducts.   In the
event this acquisition is successfully consummated the Company will generate
revenues from the sales of TCS and certain by products. Revenue will be
recognized when all of the following elements are satisfied (i) there are no
uncertainties regarding customer acceptance;(ii) there is persuasive evidence
that an agreement exists; (iii) delivery has occurred; (iv) legal title to the
products has transferred to the customer; (v) the sales price is fixed or
determinable; and (vi) collectability is reasonably assured.


7





Off-Balance
Sheet Arrangements





As of
November 30, 2009, there were no off-balance sheet arrangements.





Item
3.     Quantitative and Qualitative Disclosures About
Market Risk





A smaller
reporting company is not required to provide the information required by this
Item.





Item
4T.     Controls and Procedures





Disclosure Controls and
Procedures. Our management has evaluated, under the supervision and with
the participation of our chief executive officer and chief financial officer,
the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report pursuant to Rule 13a-15(b) and 15d-15 under the
Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation,
our chief executive officer and chief financial officer have concluded that, as
of the end of the period covered by this report, our disclosure controls and
procedures are effective in ensuring that information required to be disclosed
in our Exchange Act reports is (1) recorded, processed, summarized and reported
in a timely manner, and (2) accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required
disclosure.





Changes in Internal Control Over
Financial Reporting. There have been no changes in our internal control
over financial reporting that occurred during the period covered by this report
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.


8





PART
II – OTHER INFORMATION





Item
1.     Legal Proceedings




None.





Item
1A:  Risk Factors




A smaller
reporting company is not required to provide the information required by this
Item.




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




In
September 2009 the Company entered into a subscription agreement for the sale of
12,500 shares of its common stock as part of its current
private placement (“Offering”) to one accredited investor for a total
receivable of $25,000 which was received by the Company on September 24,
2009.





On
November 3, 2009, The Company has accepted subscription agreements pursuant
tothe Offering from investors and correspondingly issued 300,000 shares of its
common stock for receipt of $600,000.





On
December 18, 2009, the company entered into a subscription agreement pursuant to
the Offering for the sale of 2,500,000 shares of its common stock in the
Offering to one accredited investor for a total receivable of $5,000,000. As of
January 14, 2010 the Company has not yet received the subscription amount of
$5,000,000 and not issued the shares.





The offer
and sale of the securities above were effected in reliance on the exemptions for
sales of securities not involving a public offering, as set forth in Sections
4(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D adopted
thereunder.




Item
3.     Defaults upon Senior Securities




None




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





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended November
30, 2009.





Item
5.     Other Information





None.





Item
6.      Exhibits





Exhibit
                      Number
                    
                    Description
      of Exhibit31.1
                    
                    Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200231.2
                    
                    Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232.1
                    
                    Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002




9





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





SUNSI
      ENERGIES INC.By:/s/ Michel G. LaporteMichel
      G. LaportePresident,
      Chief Executive Officer, and DirectorJanuary
      14, 2010By:/s/ Daniel JulienDaniel
      JulienChief
      Accounting OfficerJanuary
      14, 2010





In
accordance with Section 13 or 15(d) of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:





By:/s/ Kebir RatnaniKebir
      Ratnani
                Director
                January
      14, 2010/s/ Richard St-JulienRichard
      St-Julien
                Secretary
      and Director
                January
      14, 2010




10