UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 2, 2010
SUNERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-52767
(Commission File Number)
N/A
(IRS Employer Identification No.)
14362 N. Frank Lloyd Wright Blvd., Suite 1000, Scottsdale, AZ 85260
(Address of principal executive offices and Zip Code)
480.477.5810
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 27, 2010, we dismissed BDO Canada LLP, the independent registered
principal accountants of our company. The decision to dismiss BDO Canada LLP was
recommended and approved by our board of directors, which acts as our audit
committee.
During the company's two most recent fiscal years and subsequent interim period
preceding the termination of BDO Dunwoody LLP, there were no disagreements with
BDO Canada LLP, which were not resolved on any matter concerning accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of BDO
Canada LLP, would have caused to make reference to the subject matter of the
disagreements in connection with its reports. BDO Canada LLP, as our principal
independent accountant, did not provide an adverse opinion or disclaimer of
opinion to our financial statements, nor modify its opinion as to uncertainty,
audit scope or accounting principles, except that the reports of BDO Canada LLP,
for the fiscal years ended December 31, 2008 and 2007 contained explanatory
paragraphs in which they indicated conditions which raised substantial doubt
about our ability to continue as a going concern. Further there were no other
reportable events, as contemplated by SK 304(a)(1)(v) during the two most recent
fiscal years and the interim period up to the date of termination.
We provided BDO Canada LLP, with a copy of this disclosure before its filing
with the SEC. We requested that BDO Canada LLP, provide us with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of the letter provided from BDO Canada LLP is filed as Exhibit 16.1 to
this Current Report on Form 8-K.
On December 27, 2010 our board of directors approved and authorized the
engagement of Gruber & Company, LLC, Certified Public Accountants as our
independent public accountants.
Prior to engaging Gruber & Company, LLC, Certified Public Accountants on
December 27, 2010, Gruber & Company, LLC, Certified Public Accountants did not
provide our company with either written or oral advice that was an important
factor considered by our company in reaching a decision to change our
independent registered public accounting firm from BDO Canada LLP, to Gruber &
Company, LLC, Certified Public Accountants.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On November 2, 2010, Karl Baum resigned as an officer of our company and Bryan
Miller was appointed president, secretary and as a director of our company.
On December 15, 2010, Karl Baum resigned as a director of our company.
Bryan Miller - Age: 53
Prior to joining Sunergy, Inc. in 2010, Mr. Miller was co-founder of Allied
Mining & Supply Ltd. (AMS), and Allied Renewable Energy. AMS was formed in 2008
as a precious metal prospect generator and contract mining operator in Sierra
Leone, West Africa.
Mr. Miller held executive level positions in the cable television industry from
1998 to 2007, including serving as Executive Director of cable access operations
for the cities of Napa, Santa Maria and Lompoc, California.
Our board of directors now consists of P.K. Rana Medhi, Robert A. Levich and
Bryan Miller.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
16.1 Letter from BDO Canada LLP to the SEC
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUNERGY INC.
/s/ Bryan Miller
- -----------------------------
Bryan Miller
President and Director
Dated: January 18, 2011
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