8-K 1 quantum8ksep606.txt ================================================================================ 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)) 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