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SNEY.OB > SEC Filings for SNEY.OB > Form 10-Q on 25-Aug-2009All Recent SEC Filings

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Form 10-Q for SUNERGY INC


25-Aug-2009

Quarterly Report


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

FORWARD-LOOKING STATEMENTS

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

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

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

As used in this quarterly report, the terms "we", "us", "our", "our company" and "Sunergy" mean Sunergy, Inc., 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. As of June 30, 2009, our Company has decided to abandon the Humming Bird Property.

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 value 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.

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.

On July 29, 2009, we entered into an agreement with General Metals Corporation for the final terms for the acquisition of the Nyinahin Mining Concession from General Metals. Pursuant to the agreement with General Metals, as amended, the outstanding consideration payable by our company consisted of $237,500 plus interest and penalties, which was due on April 30, 2009. In full and final satisfaction of all amounts, General Metals has agreed to accept 2,000,000 restricted shares of common stock of our company. The result is that our company will have provided a total share and cash consideration of $1,012,500 for the acquisition of the Concession, given the amounts previously provided.


On August 3, 2009, we entered into a debt settlement agreement with Global Partners who has been owed $250,000 since December 30, 2008. The terms were for 1 year @ 8% interest. The investor agreed to accept 2,100,000 restricted shares of common stock of our company in full settlement of the debt including interest.

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 Humming Bird 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. As of June 30, 2009, our Company has decided to abandon the Humming Bird Property.

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

º Geological Mapping
º Line Cutting
º Geochemical Soil Sampling
º Trenching
º Pitting
º 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

º Geochemical Investigations
º Trenching and Pitting
º Structural Geological Mapping
º Assay
º 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

º Trenching, Pitting and Sampling
º RC Drilling (1000m)
º Other Detailed Geological Work
º 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 [NTD - please update as required]

Three month Summary ending June 30, 2009 and 2008

                                           Three Months Ended
                                                June 30
                                           2009          2008
                    Revenue            $       Nil   $      Nil
                    Operating Expenses $   108,667   $   16,087
                    Net Loss           $  (108,667 ) $  (16,087 )

Expenses

Our operating expenses for the three month periods ended June 30, 2009 and June
30, 2008 are outlined in the table below:

                                              Three Months Ended
                                                    June 30
                                               2009          2008
                 Accounting and audit fees $     4,947    $  9,244
                 Bank charges              $       179    $     87
                 Consulting fees           $    75,000    $    Nil
                 Director fees             $     4,500         Nil


                 Filing and transfer agent fees $  2,092   $    778
                 Foreign exchange               $    970        Nil
                 Interest                       $  5,000   $  1,023
                 Legal fees                     $  3,631   $    Nil
                 Office and miscellaneous       $     35   $    Nil
                 Management fees                $  9,000   $  3,000
                 Mineral property costs         $    933   $    475
                 Rent                           $  2,380   $  1,500

Operating expenses for the three months ended June 30, 2009, increased by 575% as compared to the comparative period in 2008 primarily as a result of increases in bank charges, consulting fees, director fees, foreign exchange, interest, legal fees, office and miscellaneous, management fees, mineral property costs and rent.

Six month Summary ending June 30, 2009 and 2008

                                            Six Months Ended
                                                June 30
                                           2009          2008
                    Revenue            $       Nil   $      Nil
                    Operating Expenses $   177,119   $   34,220
                    Net Loss           $  (177,119 ) $  (34,220 )

Expenses

Our operating expenses for the six month periods ended June 30, 2009 and June
30, 2008 are outlined in the table below:

                                                  Six Months Ended
                                                      June 30
                                                  2009        2008
               Accounting and audit fees      $   17,172   $  15,468
               Bank charges                   $      325   $     138
               Consulting fees                $  100,000   $     Nil
               Director fees                  $    9,000         Nil
               Filing and transfer agent fees $    3,088   $   3,937
               Interest                       $   10,000   $   1,736
               Foregin Exchange               $      970   $       -
               Legal fees                     $   13,716   $   3,000
               Office and miscellaneous       $       35   $     Nil
               Management fees                $   18,000   $   6,000
               Mineral property costs         $      933   $     941
               Rent                           $    3,880   $   3,000

Operating expenses for the six months ended June 30, 2009, increased by 417% as compared to the comparative period in 2008 primarily as a result of increases in accounting and audit fees, bank charges, consulting fees, director fees, interest, legal fees, office and miscellaneous, management fees and rent.


Revenue

We did not earn any revenues during the period ending June 30, 2009. We do not anticipate earning revenues until such time as we have entered into commercial production on either 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            At
                            June 30,      Dec. 31,      Increase/
                              2009          2008        Decrease
Current Assets            $       313   $       648   $      (335 )
Current Liabilities       $   392,046   $   371,962   $    20,084
Working Capital (deficit) $  (391,733 ) $  (371,314 ) $    20,419


Cash Flows

                                                      Six months     Six months
                                                        Ended          Ended
                                                       June 30,       June 30,
                                                         2009           2008
Net Cash Provided (Used in) by Operating Activities $    (63,135 ) $    (21,539 )
Net Cash Provided by Investing Activities           $        Nil   $        Nil
Net Cash Provided by Financing Activities           $     62,800   $     21,403
Decrease in Cash During the Period                  $       (335 ) $       (136 )

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.

During our quarter ended June 30, 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.


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