SECURITIES AND EXCHANGE COMMISSION

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


March 13, 2006

Date of Report (Date of earliest event reported)


INTERNATIONAL ENERGY, INC.

(Exact name of registrant as specified in its charter)


Nevada

(State or other jurisdiction of incorporation)


333-52040

(Commission File Number)


98-0195748

(I.R.S. Employer Identification No.)

1628 West 1st Avenue, Suite 216, Vancouver, British Columbia,  V6J 1G1

(Address of principal executive offices)


(800) 676-1006

 (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 1. Registrant's Business and Operations


None.


SECTION 2.  Financial Information


None.


SECTION 3.  Securities and Trading Markets


None.


SECTION 4.  Matters Related to Accountants and Financial Statements


Item 4.01 Changes in Registrant's Certifying Accountant.


(a) Previous independent registered public accounting firm.


Effective March 13, 2006, the Company dismissed Ernst & Young, LLP, as its independent auditor. The change in the Company's auditors was recommended and approved by the board of directors of the Company.


Effective May 5, 2005, the Company engaged Ernst & Young, LLP, as its independent registered public accounting firm as a result of a transaction which the Company believes occurred  on May 3, 2005, pursuant to which Moore Stephens Ellis Foster, Chartered Accountants, (the Company’s prior auditing firm) entered into an agreement with Ernst & Young LLP (Canada) under which certain assets of Ellis Foster were sold to Ernst & Young and the professional staff and partners of Ellis Foster joined Ernst & Young either as employees or partners of Ernst & Young and carried on their practice as members of Ernst & Young.  


The Company filed a current report on Form 8-K reporting this change in auditors.


The audit report of Ernst & Young, on the Company’s financial statements for fiscal year ended March 31, 2005, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles. However, the report of Ernst & Young included an explanatory paragraph with respect to uncertainty as to the Company's ability to continue as a going concern.


The audit report of Moore Stephens, on the Company’s financial statements for fiscal year ended March 31, 2004, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles. However, the report of Moore Stephens included an explanatory paragraph with respect to uncertainty as to the Company's ability to continue as a going concern.


During the Company's fiscal year ended March 31, 2005, and subsequent interim period through March 13, 2006, there were no disagreements with Ernst & Young, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to such disagreements in the respective reports.    There were no “reportable events” as defined in Item 304(a)(1) of Regulation S-B. 


During the Company's fiscal year ended March 31, 2004, there were no disagreements with Moore Stephens, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Moore Stephens, would have caused it to make reference to such disagreements in the respective reports.    There were no “reportable events” as defined in Item 304(a)(1) of Regulation S-B.         


The Company provided Ernst & Young, LLP with a copy of this report prior to filing it with the Securities and Exchange Commission and requested Ernst & Young, LLP to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Ernst & Young, LLP agrees with the above statements made by the Company in this report. The Company was orally advised that Ernst & Young will provide such letter within 10 days of the date hereof.


(b)    New independent public accountants.


On March 13, 2006, and effective the same date, on the recommendation of the Company's board of directors,  the Company engaged Peterson Sullivan, PLLC as its  independent  registered  public  accounting  firm to audit the Company's financial  statements for the fiscal year ending March 31, 2006 and to perform procedures related to the financial statements included in the Company's quarterly  reports on Form 10-QSB,  beginning  with the quarter ended June 30, 2006.


During the two most recent  fiscal years and through March 13, 2006,  the Company  has not  consulted  with Peterson Sullivan PLLC  regarding  either the  application  of accounting principles to a specified transaction,  either completed or proposed, or the type of audit opinion that might be rendered on the financial  statements of the Company, as well as any matters or reportable events described in Item 304(a)(2) of Regulation S-B.           

         

SECTION 5.  Corporate Governance and Management


None.


SECTION 6. [Reserved]


N/A.


SECTION 7.  Regulation FD


None.


SECTION 8.  Other Events


None.


SECTION 9.  Financial Statements and Exhibits


None.




SIGNATURES


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.


INTERNATIONAL ENERGY, INC.




/s/ Derek Cooper

Derek Cooper

President and CEO

 


Date: March 17, 2006