UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.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 reported)~~: ~~September~~February 278, ~~2011 EXERGETIC ENERGY, INC. (Exact name of small business issuer as specified in its charter)~~2012

~~SPECIALIZED~~(Date ~~SERVICES,~~of ~~INC.~~earliest event reported)

~~(Former~~EXERGETIC ~~Name~~ENERGY, ~~of Registrant)~~INC.

Michigan	0-32267	27-2950066
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

(Exact name of registrant as specified in its charter)

(Address of principal executive offices)

MICHIGAN

0-32267

27-2950066

(State or other jurisdiction of

incorporation or organization)

(Primary standard industrial

classification code number)

(IRS employer

identification number)

440 Burroughs Suite 386

Detroit, MI 48202

(313) 309-4169

(~~Registrant’s~~Address, ~~telephone~~including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Check~~Item ~~the~~1.01 ~~appropriate~~Entry ~~box~~into ~~below~~a ifMaterial ~~the~~Definitive ~~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.)~~Agreement

oOn ~~Written~~February ~~communications~~3, ~~pursuant~~2012, toExergetic ~~Rule~~Energy, ~~425~~Inc. ~~under~~(the “Company”) entered into a Drawdown Equity Financing Agreement (the ~~Securities~~“DEFA”) ~~Act~~and Registration Rights Agreement (17“RRA”) with ~~CFR~~Auctus ~~230.425~~Private Equity Fund, LLC (“Auctus”), carrying an effective date of January 31, 2012, providing for, among other things, the purchase and sale of the Company’s common stock as provided therein.

oIn ~~Soliciting~~connection ~~material~~with ~~pursuant~~the DEFA, the Company has agreed to ~~Rule~~issue and ~~14a-12~~sell ~~under~~to Auctus, and Auctus has committed to purchase from the ~~Exchange~~Company, ~~Act~~up to $10,000,000 worth of the Company’s common stock (17“Shares”), ~~CFR~~par ~~240~~value $0.~~14a~~0001 per share over the course of a thirty-12six (36) month period commencing the effective date of the Registration Statement (as defined below).

oThe ~~Pre-commencement~~amount ~~communications~~that ~~pursuant~~the Company shall be entitled to ~~Rule~~request from ~~14d-2~~each advance (bAdvance”) ~~under~~shall be the ~~Exchange~~lesser ~~Act~~of (17i) ~~CFR~~$200,000 ~~240~~or (ii) 200% of the average daily volume of the common stock based on the trailing three (3) trading days immediately preceding the Drawdown Notice Date (as defined in the DEFA).~~14d~~ The purchase price of the common stock shall be set at ninety-2three (b93%) of the lowest closing bid price of the common stock during the pricing period. The pricing period shall be the five (5) consecutive trading days immediately after the Drawdown Notice Date.

oAuctus ~~Pre-commencement~~shall ~~communications~~immediately ~~pursuant~~cease toselling ~~Rule~~any ~~13e-4~~Shares within a Drawdown Notice if the price falls below the Floor Price (cas defined in the DEFA). Notwithstanding, ~~under~~the Company, in its sole and absolute discretion, may waive its right with respect to the ~~Exchange~~Floor ~~Act~~Price ~~(17~~and ~~CF$~~allow ~~240~~Auctus to sell any shares below the Floor Price.~~13e-4(c))~~ In the event that the Company does not waive its right with respect to the Floor Price, Auctus shall immediately cease selling any shares within the Drawdown Notice if the price falls below the Floor Price.

~~ITEM~~The ~~5.02~~Company ~~DEPARTURE~~is OFobligated ~~DIRECTORS~~to ORfile ~~PRINCIPAL~~a ~~OFFICERS;~~registration ~~ELECTION~~statement (the OF“Registration ~~DIRECTORS,~~Statement”) ~~APPOINTMENT~~with OFthe ~~PRINCIPAL~~Securities ~~OFFICERS~~and Exchange Commission (“SEC”) covering the Shares within thirty (30) days and is obligated to use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC within one hundred and twenty (120) days from the closing date.

~~The~~In ~~Registrant~~connection ~~reports~~with inthe ~~this~~DEFA, ~~current report on Form 8-K~~ the ~~appointment~~Company ofis ~~C.B.~~obligated ~~McCollum~~ to pay ~~the~~Auctus ~~position~~a ofnon-refundable ~~President~~origination onfee ~~September~~of ~~26th~~$15,000, ~~2011.~~to ~~Also,~~be onpaid ~~September~~as ~~26th,~~follows: ~~2011~~$5,000 ~~the~~immediately ~~Registrant~~upon ~~accepted~~ the ~~resignation~~execution of ~~Clarence McCollum, Sr. as~~ the ~~Company’s~~term sheet ~~President. Mr.~~and ~~McCollum~~$10,000 ~~Sr. had~~due noout ~~disagreement~~of ~~with~~ the ~~Registrant~~proceeds onof ~~any~~the ~~matter~~first ~~relating~~drawdown to(or ~~Registrant’s~~any ~~operations~~subsequent drawdowns, ~~policies~~if ornot ~~practices~~fully paid).

MrCopies of the DEFA and the RRA are included as Exhibits 10.1 and C10.B2 to this Current Report on Form 8-K and are hereby incorporated by reference. Al ~~McCollum~~references to the DEFA and the RRA to this Current Report are qualified, ~~President~~in their entirety, ~~Chairman~~by &the ~~CEO~~text of such exhibits.

~~Mr.~~Section ~~C.B.~~9 ~~McCollum~~– ~~has~~Financial ~~served~~Statements ~~as the Company’s Chairman~~ and ~~CEO since the inception of Exergetic Energy.~~Exhibits

AsItem ~~Chairman/CEO, Mr~~9.01 ~~McCollum~~Financial isStatements ~~responsible for Exergetic Energy’s operations including the strategic planning, logistics, staff leadership, client direction~~ and program implementation. Mr. McCollum is an engineering executive with nearly two and a half decades of experience as a Research Engineer, Product Manager & Oil Industry Executive. Mr. McCollum got his initial start as a research engineer for NASA in New Orleans, La nearly twenty five years ago and since that time has held numerous research and management position. Prior to founding Exergetic Energy, Mr. McCollum spent has past four years as a Director with the fourth largest integrated Oil Company in North America. Additionally, he has served on various American Petroleum Institute (API) Committees and has been published and quoted in numerous articles on the concept of energy consumption and optimization techniques. Mr. C.B. McCollum holds the following advanced degrees:Exhibits

- Bachelor Science with Concentration Physics, Morehouse College, Atlanta, GA, 1990

Exhibit Number		Description

10.1		Drawdown Equity Financing Agreement, by and between Exergetic Energy, Inc. and Auctus Private Equity Fund, LLC.

10.2		Registration Rights Agreement by and between Exergetic Energy, Inc. and Auctus Private Equity Fund, LLC

99.1		Press Release dated March 24, 2011

~~- Bachelor of Mechanical Engineering, Georgia Institute of Technology, Atlanta, GA,1992~~SIGNATURES

- Masters of Mechanical Engineering, Georgia Institute of Technology, Atlanta, GA, 1994

Dated: February 9, 2012	EXERGETIC ENERGY, INC
	By:	/s/ Clarence B. McCollum
	Clarence B. McCollum
	CEO and Chairman

- Certified, Lubricants Expert, United States District Court of New Jersey, Newark, NJ, 2000

Each director serves until his or her successor is elected. There are no arrangements or understandings between any prospective director and any other person pursuant to which he or she was selected as a prospective director.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No. Description None

SIGNATURE

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

Exergetic Energy, Inc. Dated: September 27th, 2011 C. B. McCollum, Chairman

Filing Compare · EXERGETIC ENERGY, INC.