Prairie Operating Co. - Quarter Report: 2010 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2010

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission File Number: 000-33383

GOENERGY, INC.

 (Exact name of registrant as specified in its charter)

Delaware		98-0357690
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)
# 2129 - 4951 Netarts Highway West Tillamook Oregon 97141 - 9467
(Address of principal executive offices)
(310) 600-8757
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [ X ] Yes   [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]  (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes   [  ] No

As of June 14, 2010 the Issuer had 4,319,893 shares of common stock issued and outstanding.

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PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

(a)

The financial statements of GoEnergy, Inc. (the "Company", “We” or, “GoEnergy”), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company's Form 10-K for the fiscal period ended July 31, 2009 filed with the Securities and Exchange Commission  on November 13, 2009.

GOENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

PERIOD ENDED APRIL 30, 2010

    (Stated in US Dollars)

INDEX TO FINANCIAL STATEMENTS:	Page
Balance Sheets (Unaudited)	3
Statements of Operations (Unaudited)	4
Statements of Cash Flows (Unaudited)	5
Notes to Unaudited Financial Statements	6-12

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GOENERGY, INC.

(An Exploration Stage Company)

Notes to Financial Statements

April 30, 2010 and April 30, 2009

 (Expressed in U.S. Dollars)

Note 1.

BUSINESS OPERATIONS AND CONTINUANCE OF OPERATIONS

The Company date of incorporation and inception was on May 2, 2001 under the Company Act of the State of Delaware, as an exploration stage company.  The financial statements are according to the provisions of the SFAS No.7 as a natural resource exploration company.  The Company has been primarily involved in organizational activities and has obtained an interest in certain oil and gas wells, mining claims and intends to carry out exploration work thereon.

Note 2.

GOING CONCERN

 

These financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America applicable to a going concern which assume that the Company will realize its assets and discharge its liabilities in the normal course of business.  The Company has incurred losses of $189,045 since inception to April 30, 2010 and has a working capital deficiency of $117,400 at April 30, 2010.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  Realization values may be substantially different from the carrying values as shown in these financial statements should the Company be unable to continue as a going concern.  Management plans to raise funds by borrowing and by equity issuances to pay for general working capital purposes.

Note 3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

General and Administration Expense

General and administration expenses are written off to operations when incurred.

(b)

Basis of Presentation

These financial statements are prepared in accordance with United States of America Generally Accepted Accounting Principles (GAAP).

(c)

Net Loss per Share

Net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during the period.

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GOENERGY, INC.

(An Exploration Stage Company)

Notes to Financial Statements

April 30, 2010 and April 30, 2009

 (Expressed in U.S. Dollars)

Note 3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(c)

Net Loss per Share (cont’d)

Computation of basic and diluted weighted average number of shares outstanding for the periods ended April 30, 2010 and 2009 is as follows:

  (d)  Mining Properties and Exploration Costs

Exploration and mineral property acquisition costs are expensed in the year in which they are incurred, except where these costs relate to specific properties for which economically recoverable resources are estimated to exist, in which case they are capitalized.

Mining property costs are, upon commencement of production, amortized over the estimated life, or are written off if the property is abandoned or if there is considered to be a permanent impairment in value.

Investments in mining properties over which the company can exercise significant influence but does not have joint control are accounted for using the equity method.

Site Restoration and Post-Closure Costs

Expenditures related to ongoing environmental and reclamation activities are expensed, as incurred, unless previously accrued.

Provisions for future site restoration and reclamation and other post-closure costs with respect to operating facilities are amortized over the estimated life of the operating facility, commencing when a reasonably definitive estimate of the cost can be made.

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GOENERGY, INC.

(An Exploration Stage Company)

Notes to Financial Statements

April 30, 2010 and April 30, 2009

 (Expressed in U.S. Dollars)

Note 3.

  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Environment Remedial Liability

The Company does not own any properties that are subject to environmental remedial liabilities.  

              (e)   Segment Reporting

Our company’s policy is to report financial and descriptive information about our reportable operating segments in annual and interim financial reports.  We understand that operating segments are components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and evaluate performance.  Two or more operating segments may be aggregated into a single operating segment provided aggregation is consistent with objective and basic principles. If the segments have similar economic characteristics, and the segments are considered similar. We also follow established standards and provide related disclosures about the way the operating segments were determined, products and services, geographic areas and major customers, differences between the measurements used in reporting segment information and those used in the Company’s general-purpose financial statements, and changes in the measurement of segment amounts from period to period.  

Segmented information of the Company’s identifiable assets and operating activities, is as follows:

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GOENERGY, INC.

(An Exploration Stage Company)

Notes to Financial Statements

April 30, 2010 and April 30, 2009

 (Expressed in U.S. Dollars)

Note 3.

 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 (f)   Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principals in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

(g)

Currency Conversion Policy

The functional and the reporting currency is the United States dollar.

Monetary assets and liabilities are translated at the rate of exchange at the financial statement date.

The average exchange rate for the period is used to translate revenue, expenses, and gains or losses from a foreign currency to the reporting currency.

Gains or losses from foreign currency transactions are recognized in current net income.

When invoices are received by the Company the amount owing is converted from the foreign currency to U.S. dollars using the current exchange rate at the payment date.  

Fixed assets are measured at historical exchange rates that existed at the time of the transaction.

Depreciation is measured at historical exchange rates that existed at the time the underlying fixed asset was acquired.

Capital accounts are translated at their historical exchange rates when the capital stock is issued.

(h)

Advertising Costs

The company’s policy regarding advertising is to expense advertising when incurred. The company has not incurred any advertising expense as of April 30, 2010.

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GOENERGY, INC.

(An Exploration Stage Company)

Notes to Financial Statements

April 30, 2010 and April 30, 2009

 (Expressed in U.S. Dollars)

Note 4.

RELATED PARTY TRANSACTIONS

Stockholders' Loans

As of April 30, 2010 Strato Malamas is owed $96,848 in notes payable. These notes are due on demand and are accruing interest at 2% per annum from August 1, 2008 until the notes are paid back in full.

As of April 30, 2010 Webworks Multimedia Corporation is owed $20,000 plus interest. These notes are due on demand and are accruing interest at 2% per annum from November 27, 2009 until it is paid back in full.

Note 5.

PROMISSORY NOTE RECEIVABLE

The Company was committed to pay $85,000 to an independent consultant to take the Company public.  The Company had paid $49,000, of which $14,000 was paid during the year ended July 31, 2002 and $35,000 was paid during the period from inception (May 2, 2001) to July 31, 2001.  The contract was terminated during the year ended July 31, 2002 and the consultant agreed to repay the company $49,000, secured by a non-interest bearing promissory note.  The $49,000 promissory note receivable was written off on January 31, 2007; however, the Company will pursue to obtain the payment.

Note 6.

PENSION AND EMPLOYMENT LIABILITIES

The Company does not have any liabilities as at April 30, 2010 for pension, post-employment benefits or postretirement benefits.  The Company does not have a pension plan.

Note 7.

   FINANCIAL INSTRUMENTS

   

The Company’s financial instruments consist of cash and current liabilities.  It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of these financial statements approximates their carrying values.  

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GOENERGY, INC.

(An Exploration Stage Company)

Notes to Financial Statements

April 30, 2010 and April 30, 2009

 (Expressed in U.S. Dollars)

Note 8.

RECENT ACCOUNTING PRONOUNCEMENTS

All recent accounting pronouncements through June 11, 2010 have been evaluated; however, those will have no impact on the financial statements.

Note 9.

INCOME TAXES

The Company has losses that total $189,045 for income tax purposes as at April 30, 2010.  There are no current or deferred tax expenses for the period ended April 30, 2010, due to the Company's loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company's ability to generate taxable income within the net operating loss carry forward period.   Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes. The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities on the accompanying consolidated balance sheets is a result of the following:

			2010			2009
	Deferred tax assets	$	64,265		$	52,237
	Valuation allowance	$	(64,265)		$	(52,237)
	Net deferred tax assets	$	-		$	-

 

A reconciliation between the statutory federal income tax rate and the effective income rate of income tax expense for the periods ended April 30, 2010 and 2009 is as follows:   

		2010		2009
	Statutory federal income tax rate	-34.0%		-34.0%
	Valuation allowance	34.0%		34.0%
	Effective income tax rate	0.0%		0.0%

The benefit of a potential reduction in future income taxes has not been recorded as an asset at April 30, 2010 as it is reduced to nil by a valuation allowance, due to uncertainty of the application of losses.

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GOENERGY, INC.

(An Exploration Stage Company)

Notes to Financial Statements

April 30, 2010 and April 30, 2009

 (Expressed in U.S. Dollars)

Note 10.

SUBSEQUENT EVENTS

Subsequent events have been evaluated through the issuance date of these financials and there have been no events that materially affect the company’s financial statements.

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ITEM 2.

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Overview

GoEnergy, Inc. was incorporated on May 2, 2001 under the laws of the State of Delaware. After raising initial capital for operations between May 2, 2001 and July 31, 2001, GoEnergy commenced reviewing various oil and gas property acquisition opportunities.  The initial capital for GoEnergy was raised through a private placement offering pursuant to Regulation S of the Securities Act of 1933.  

In March 2002, GoEnergy acquired interests in two oil and natural gas exploration properties in Texas.  We paid $12,500 for one interest and $7,500 for the other interest.  The money for these interests came from the working capital of the GoEnergy, which consisted of money from a private placement and loans from GoEnergy’s President.    GoEnergy lost its rights to explore the properties after its joint venture partner, International Oil and Gas, lost its rights to the properties.  The rights to explore and exploit the properties were held by International Oil and Gas, who then granted GoEnergy a sublease to explore and exploit the properties.  GoEnergy did not spend any funds on any drilling or operations on either of the properties.

On April 2, 2005, GoEnergy purchased two mineral claims near Harrison Lake, British Columbia, Canada (collectively referred to as the “Eagle Property”) for a price of $4,000.  The money used to purchase these claims came from the working capital of GoEnergy, which consisted of money from a private placement and loans from GoEnergy’s President.  GoEnergy has not yet begun exploration on this property, but it intends to explore the Eagle Property to look for lead, zinc, copper, silver or gold deposits.  The Eagle Property has no known mineral reserves.  

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GoEnergy plans to commence operations in the mineral exploration business. To date, it has not conducted any exploration activities.

GoEnergy is currently in the exploration stage. It plans to ultimately engage in the exploration of mineral properties and to exploit mineral reserves it discovers, if any, that demonstrate economic feasibility, if any.  

We have not had any revenue since our formation.  

Plan Of Operation

Our business plan is to proceed with the exploration of the Eagle Property to determine whether it contains commercially exploitable reserves of gold, silver or other metals.  

We intend to explore the Eagle Property in three separate phases.  

Phase One

The first phase of exploration will be to engage a geologist and field assistant as independent contractors to take approximately thirty surface samples on the property.  The surface samples will be used to identify areas with visual mineralization and to map the property. As part of this phase of exploration, the geologist will also prepare a written report about the samples for GoEnergy.  Management will review the report and determine whether further exploration on the Eagle Property is warranted.  If so, GoEnergy will proceed to Phase Two of the exploration plan.  If further exploration is not warranted, GoEnergy will cease operations on the Eagle Property and begin looking for another mineral exploration property or for other business opportunities.  Neither the geologist nor the field assistant has been hired.  We expect that this phase will take approximately four days of fieldwork to complete, as well as approximately 30 days for data compilation and preparation of the written report.   

We anticipate that the first exploration stage will cost approximately $6,200.  We do not currently have a time table for completion of this phase of exploration because we do not currently have the necessary funds available to commence this phase of exploration.

Phase Two

If warranted by the results of the first phase of exploration, the second phase of exploration will involve hiring a geologist as an independent contractor to collect and analyze approximately 100 additional samples from the property.  As part of this phase of exploration, the geologist will extend the soil grid (that was begun in 1992) further south, map the rest of the property and prepare an additional written report. The soil grid will help to determine the origin of the boulders and extensions of mineralized area seen on the Eagle Property.  

Management will review the report and determine whether further exploration on the Eagle Property is warranted.  If so, GoEnergy will proceed to Phase Three of the exploration plan.  If further exploration is not warranted, GoEnergy will cease operations on the Eagle Property and begin looking for another mineral exploration property or for other business opportunities.  

If we determine that the second phase of exploration is warranted, we anticipate that it will cost approximately $16,500 to complete and will take approximately 6 weeks to complete.  We do not currently have a time table for completion of the second phase of exploration because the first phase has

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not yet been completed and because we do not currently have the necessary funds available to commence the second  phase of exploration.

Phase Three

If warranted by the results of the second phase of exploration, the third phase of exploration will involve hiring a geologist as an independent contractor to collect and analyze approximately 800 additional samples from the property and to use trenching and geophysics to compile a report on the property. Ground-based geophysics is a technique for exploring for minerals using electromagnetic impulses and the various resistances of the rocks to the conduction of the electromagnetic signals generated by the equipment.  The conductivity of the rocks is compared to known rock formations to help indicate the types of rock that may be found underground where the geophysical work is done.   

Management will review the report and determine whether further exploration on the Eagle Property is warranted or whether sufficient information has been obtained to indicate that it would be economically feasible to put the property into commercial production.   If further exploration or the commencement of commercial production is not warranted, GoEnergy will cease operations on the Eagle Property and begin looking for another mineral exploration property or for other business opportunities.

If we determine that the third phase of exploration is warranted, we anticipate that it will cost approximately $126,500 and will take approximately 4-6 months to complete.  We do not currently have a time table for completion of the third phase of exploration because the first two phases have not yet been completed and because we do not currently have the necessary funds available to commence the third phase of exploration.

Our cash reserves are not sufficient to pay our expenses for the remainder to the current fiscal year or for the twelve months following the date of this report, nor do we have funds available to commence any of the three phases of exploration described above.  As a result, we will need to seek additional funding in the near future.

We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding, if available, will be either in the form of equity financing from the sale of our common stock or in the form of a short-term loan from our president, although no such arrangement has, as yet, been made and he is under no obligation to provide such loan. As a result, at this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our president to meet our obligations over the next twelve months or the commence any of the planned phases of exploration.

We are not involved in any research and development on the Eagle Property.  Also, as we are in the exploration phase, we do not anticipate purchasing any plants or significant equipment.    In the event that we did discover a mineral deposit, of which there is no guarantee, we would need to expend substantial amounts of capital to put the Eagle Property into production, if so warranted.  The amount of such expenditures is indeterminable at this time, as we do not have any exploitable ore reserves and, considering the current stage of exploration on the properties, have no way to determine such expenditures.  Such expenditures are dependent upon the size of the ore body (if any), the grade of the ore and the type of mining that is required to extract any minerals that may be found.  Regardless, we do not have enough capital available to us to make any such expenditures that would be required to put any mineral property into production, and we therefore would have to raise the additional capital or, if possible, enter into a joint venture for the production phase.  If we were to form a joint venture, we cannot assess what our final position in the project would be.  We do not have any sources of capital available to us at this time to fund such a project if one should be discovered.

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Liquidity and Capital Resources

As of April 30, 2010, the Company remains in the exploration stage.  As of April 30, 2010, the Company’s balance sheet reflects total assets of $4,779, and total current liabilities of $122,149.  The Company has cash and cash equivalents of $4,779 and a deficit accumulated in the exploration stage of $117,400.

As noted above, the Company has cash and cash equivalents of $4,779.  The Company anticipates that it will use these funds to fund its ongoing business expenses and exploration activities. Once the Company exhausts these funds, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will continue to rely on its majority shareholder to pay expenses on its behalf.  The majority shareholders are under no obligation to pay such expenses.  If the Company is unable to raise additional funds, it may not be able to pursue its business plan.  In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4T.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the

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effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting during the period ended April 30, 2010, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

(REMOVED AND RESERVED)

None.

ITEM 5.    

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

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31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* filed herewith

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 thereunto duly authorized.

GOENERGY, INC.

By:  /S/ Terry Fields

Terry Fields, Principal Executive Officer

Date: June 14, 2010

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated

By:  /S/ Terry Fields

Terry Fields, Principal Financial Officer

Date: June 14, 2010

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