================================================================================
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): September 6, 2006
QUANTUM ENERGY INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 333-118138 98-0428608
- ---------------------------- -------------- ------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
29-3800 Pinnacle Way
Gallaghers Canyon, Kelowna,
British Columbia, Canada V1W 3Z8
------------------------------------------------------
(Address of principal executive offices) (zip code)
(250) 809-9185
---------------------------------------------------
(Registrant's telephone number, including area code)
Copies to:
Greg Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 (see General Instruction A.2. below):
[ ] 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))
<page>
Item 4.01 Changes in Registrants Certifying Accountant.
(a) On September 6, 2006, the Registrant's independent public accounting firm,
Morgan & Company, resigned as the Company's independent auditors.
The Registrant has not had any disagreements with Morgan & Company during the
two most recent fiscal years and the interim period on any matter of accounting
principals or practices, financial statement disclosure or auditing scope or
procedure nor has Morgan & Company resigned (other than the resignation of
September 6, 2006), declined to stand for reelection or been dismissed during
that period. The financial statements audited by Morgan & Company for the fiscal
years ended February 28, 2005 and 2006 contained a modified opinion because
factors including the Company's net loss and its not having attained profitable
operations raise substantial doubt that the Company will be able to continue as
a going concern.
The board of directors of the Registrant has not approved the resignation of
Morgan & Company.
Morgan & Company has furnished the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of this letter is filed herewith as Exhibit 16.1.
(b) The Company has not yet engaged a new independent registered public
accounting firm.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
- --------------------------------------------------------------------------------
16.1 Letter from Morgan & Company
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
September 6, 2006 Quantum Energy Inc.
By:/S/ Ted Kozub
--------------------
Ted Kozub
President, CEO, CFO
Exhibit Index
16.1 Letter from Morgan & Company