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 and Exchange Act of 1934

Date of Report (Date of earliest reported): September 27, 2016

ZNERGY, INC.
(Exact name of registrant as specified in its charter)

Nevada
000-55152
46-1845946
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(IRS Employer Identification No.)

6102 South MacDill Avenue, Suite G
Tampa, Florida 33611
 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (813) 902 - 9000
 
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 8.01  Other Events.
On September 26, 2016, Registrant filed in the United States District Court for the Middle District of Florida a Complaint against defendants The Mazzal Trust, Nissim S. Trabelsi and Shawn Telsi (collectively the "Defendants"), seeking the disgorgement of profits obtained by Defendants and certain of their shareholder affiliates defined under Rule 16a-1(a)(1) under the Exchange Act defined below (collectively, the "Group") through "short swing profits" in violation of Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). Specifically, Registrant alleged that the Group acted under the guidance and control of the Defendants, whose individual defendants had filed forms 3 and 4 with the Securities and Exchange Commission (the "SEC", declaring themselves to be "insiders" for the purpose of Section 16(b).
The Group owned 100% of the shares of Registrant at the time that members of the group were engaged in the sale and purchase of such shares. The sales and purchases referenced all occurred with six months of other sales and purchases, subjecting Defendants to disgorge to Registrant all profits made by the Group in such sales and purchases.
As detailed in paragraphs 16-22 of the Complaint, the total profits received by the Group is $1,695,689.  Accordingly, Registrant has demanded the return of all such profits to Registrant plust the statutory payment of attorneys' fees.  The return of such profits from Defendants to Registrant would materially improve the financial condition of Registrant.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  ZNERGY, INC.  
       
 
By:
/s/ Christopher J. Floyd  
    Christopher J. Floyd  
    Chairman and CEO  
       
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