8-K/A 1 quantum8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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) 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)) Section 4 - Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Accountant (a) Resignation of Previous Independent Accountants 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 re-election 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 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) Engagement of New Independent Accountants. Registrant has appointed Killman, Murrell & Company, P.C. of 1931 E. 37th Street, Suite 7 Odessa, Texas 79762 ("Killman"), as Registrant's independent accountant for the fiscal year ending February 28, 2007. The decision to accept the engagement of Killman was approved by the Board of Directors. Section 8 - Other Events Item 8.01 Other Events Registrant has changed its address from 1453 Johnston Road #71524 White Rock, British Columbia to 29 - 3800 Pinnacle Way Gallaghers Canyon, Kelowna, British Columbia, Canada V1W 3Z8. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (a.) Name and address of certifying public accountant: Killman, Murrell & Company, P.C. 1931 E. 37th Street, Suite 7 Odessa, Texas 79762 Tel: 432.363.0067 Fax: 432.363.0376 (b.) Name and address of former certifying public accountant: Morgan & Company Chartered Accountants (CPAB and PCAOB registered) Suite 1488 - 700 West Georgia Street Vancouver, BC, V7Y 1A1 Tel: 604.687.5841 Fax: 604.687.0075 (c.) Exhibits Exhibit 16.1 Letter from Morgan & Company to the Securities and Exchange Commission SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Quantum Energy Inc. By /s/ Ted Kozub --------------------- Ted Kozub, CEO, CFO Date: September 12, 2006