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):   December 7, 2010

GoENERGY INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-33383
  
98-0357690
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification
No.)

3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV
 
89169
(Address of principal executive offices)
 
(Zip Code)

(310) 600-8757
(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))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

FORWARD-LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that is based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to Registrant’s industry, Registrant’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Form 8-K.   Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Form 8-K to conform our statements to actual results or changed expectations, or the results of any revision to these forward-looking statements.

In this Form 8-K, references to “we,” “our,” “us,” “GoEnergy,” the “Company” or “our Company” refer to GoEnergy, Inc., a Delaware corporation.
 
Item 1.01.  Entry into a Material Definitive Agreement.

On December 7, 2010, the Company acquired Kick the Can Corp., a Nevada corporation (“KTC Corp”), and a producer of pop culture and multimedia conventions across the United States that markets movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels, pursuant to a share exchange agreement (the “Exchange Agreement”) by and among the Company, Strato Malamas, an individual and the majority stockholder of GoEnergy, KTC Corp., Kicking the Can, L.L.C., a Delaware limited liability company and the majority shareholder of KTC Corp. (“KTC LLC”), and certain shareholders of KTC Corp. that are signatories thereto (together with KTC LLC, the “KTC Corp. Shareholders”). The closing of the transaction (the “Closing”) took place on December 7, 2010 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, we acquired all of the outstanding shares of KTC Corp. (the “KTC Corp. Shares”) from the KTC Corp. Shareholders, and the KTC Corp. Shareholders transferred and contributed all of their KTC Corp. Shares to us. In exchange, we issued to the KTC Corp. Shareholders, their designees or assigns, 33,430,107 shares (the “Exchange Shares”), or approximately 95.5% of the shares of common stock, par value $.0001 per share (the “Common Stock”), of the Company issued and outstanding after the Closing (the “Share Exchange”).  

As the result of the Share Exchange, KTC Corp. became a wholly-owned subsidiary of the Company. The sole director of the Company and majority shareholder approved the Exchange Agreement and the transactions contemplated under the Exchange Agreement. The sole director and majority shareholder of KTC Corp. approved the Exchange Agreement and the transactions contemplated thereunder.

As a condition of the Share Exchange, Terry Fields (“Fields”) resigned from all officer positions, other than as CFO, of the Company and Gareb Shamus (“Shamus”) was appointed as the Company’s President and Chief Executive Officer.  It has been agreed that Fields shall resign as CFO after the filing of the Company’s Form 10-Q for the three month period ended October 31, 2010.  As a further condition to the Share Exchange, Fields resigned as the sole director of the Company, effective as of the eleventh day after the mailing of the information statement on Form 14f-1 (which is required by Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and Shamus was appointed as Chairman effective as of the Closing Date.
 
Immediately after the Share Exchange, we entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors (the “Subscribers”) for the issuance and sale of (i) up to $1.5 million in Series A Cumulative Convertible Preferred Stock with the rights and preferences set forth in the Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible Preferred Stock, $.0001 par value per share, attached hereto as Exhibit 4.1 (“Certificate of Designation”), and is convertible into shares of the Company’s Common Stock at a per share conversion price of $0.40; and (ii) Warrants in the form attached hereto as Exhibit 4.2 (the “Warrants”) to purchase shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $0.60 per share (collectively, the “Offering”).

 
 
 

The Share Exchange is discussed more fully in Section 2.01 of this Current Report on Form 8-K.  The information therein is hereby incorporated in this Section 1.01 by reference.  The description of the transactions contemplated by the Exchange Agreement, Subscription Agreement, Warrants and the other documents set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibits filed herewith and incorporated herein by reference.

Item 2.01.  Completion of Acquisition or Disposition of Assets.
 
CLOSING OF EXCHANGE AGREEMENT

As described in Item 1.01 above, on December 7, 2010, we acquired Kick the Can Corp. (“KTC Corp”), a producer of pop culture and multimedia conventions across the United States that markets movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels.   On the Closing Date, pursuant to the terms of the Exchange Agreement, we acquired all the KTC Corp. Shares from the KTC Corp. Shareholders, and the KTC Corp. Shareholders transferred and contributed all of their KTC Corp. Shares to us.  In exchange, we issued a total of 33,430,107 shares of our Common Stock to the KTC Corp. Shareholders, their designees or assigns, which totals approximately 95.5% of the issued and outstanding shares of our Common Stock on a fully-diluted basis as of and immediately after the Closing of the Share Exchange.

On the Closing Date, KTC Corp. became a wholly-owned subsidiary of the Company.  The Company’s sole director and majority shareholder approved the Exchange Agreement and the transactions contemplated under the Exchange Agreement.  Immediately following the closing of the Share Exchange, the Company changed its business plan to that of KTC Corp.’s business.
 
KTC Corp. was incorporated in Nevada on September 21, 2010.  Pursuant to an Asset Purchase Agreement dated September 29, 2010, KTC Corp. acquired from KTC LLC the production rights to the Atlanta Comic Con, Big Apple Comic Con, Cincinnati Comic Con, Connecticut Comic Con, Nashville Comic Con, New England Comic Con, North Coast Comic Con and Toronto Comic Con, in exchange for the issuance of 16 million shares of KTC Corp. common stock, par value $.0001 per share, to KTC LLC.

The Company was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the completion of the Share Exchange.  Accordingly, pursuant to the requirements of Item 2.01(a)(f) of Form 8-K, set forth below is the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act, reflecting the Company’s Common Stock, which is the only class of its securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Share Exchange, with such information reflecting the Company and its securities upon consummation of the Share Exchange.

BUSINESS

Overview

We are a producer of pop culture and multimedia conventions across North America that markets movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels.

Background
 
GoEnergy, Inc. ( “we,” “our,” “us,” the “Company,” “our Company” or “GoEnergy”) was incorporated in Delaware on May 2, 2001. After raising initial capital for operations through a private placement offering pursuant to Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), conducted between May 2, 2001 and July 31, 2001, we commenced reviewing various oil and gas property acquisition opportunities.

In March 2002, we acquired a 25% working interest and a 19.50% net revenue interest in oil and gas leases located in Hood County, Texas. In the same month, we also acquired a 1% working interest, and corresponding 0.78% net revenue interest, in another property located in Hood County known as the Tolar Property.  Tests performed on the properties did not indicate a commercial potential for either property so operations were ceased on both properties.  We have abandoned our interest in the Hood County Property and Tolar Property.   

 
 
 

On April 2, 2005, we purchased a 100% interest in a property in British Columbia, Canada known as the Eagle Property from David Heyman, who in March 2005 staked a property claim for us in this property, for $4,000.  The funds for this purchase came from our working capital, which consisted of funds from a private placement and loans from our former President Strato Malamas.  The Eagle Property is without known reserves and our efforts there were exploratory in nature.  We did not have any sources of capital available for us to continue exploration on the Eagle Property.

On December 7, 2010 (the “Closing Date”), we acquired Kick the Can Corp. (“KTC Corp”), a producer of pop culture and multimedia conventions across the United States that markets movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels, pursuant to a share exchange agreement (the “Exchange Agreement”) by and among the Company, Strato Malamas, an individual and our majority stockholder, KTC Corp., Kicking the Can, L.L.C., a Delaware limited liability company and the majority shareholder of KTC Corp. (“KTC LLC”), and certain shareholders of KTC Corp. (together with KTC LLC, the “KTC Corp. Shareholders”). On the Closing Date, we acquired all of the outstanding shares of KTC Corp. (the “KTC Corp. Shares”) from the KTC Corp. Shareholders, and the KTC Corp. Shareholders transferred and contributed all of their KTC Corp. Shares to us. In exchange, we issued to the KTC Corp. Shareholders, their designees or assigns, an aggregate of 33,430,107 shares (the “Exchange Shares”), or approximately 95.5% of the shares of common stock, par value $.0001 per share (the “Common Stock”), of our Company issued and outstanding after the Closing (the “Share Exchange”) on a fully-diluted basis as of the closing of the Share Exchange.  As a result, KTC Corp. became our wholly-owned subsidiary on the Closing Date.  

KTC Corp. was incorporated in Nevada on September 21, 2010.  In exchange for the issuance to KTC LLC of 16 million shares of the common stock of KTC Corp. pursuant to an Asset Purchase Agreement dated September 29, 2010 (the “Asset Purchase Agreement”) between KTC Corp. and KTC Corp., KTC Corp. acquired (the “Asset Purchase”) from KTC LLC the production rights to the following conventions: the Atlanta Comic Con, Big Apple Comic Con, Cincinnati Comic Con, Connecticut Comic Con, Nashville Comic Con, New England Comic Con, North Coast Comic Con and Toronto Comic Con (collectively, the “Initial Comic Cons”).  In November 2010, KTC Corp. acquired the rights to produce the Nola Comic Con in New Orleans.

Our Business

Overview

We have the rights to the name, marks, domain, customer lists and production rights for a portfolio of fourteen pop culture and multimedia conventions (“Comic Cons”) across North America, and are in the process of acquiring from KTC LLC the rights to produce the Mid Ohio Comic Con in Columbus, Ohio, Central Canada Comic Con in Winnipeg and Houston Comic Con. In addition, we originated in-house and produced the Anaheim Comic Con in April 2010 and the Austin Comic Con in November 2010.  We have thirteen conventions scheduled for the 2011 tour and plan to add at least five more conventions to the 2011 tour.  We project that we will produce twenty five conventions in 2012.  Our Comic Cons provide sales, marketing, promotions, public relations, advertising and sponsorships for entertainment companies, toy companies, gaming companies, publishing companies, marketers, corporate sponsors and retailers.  The demand for our Comic Cons results in our production of multiple conventions in certain cities such as New York City in one year.

A majority of our  target audience is male-oriented and are major buyers of many types of entertainment and media, including movies, music, toys, video games, apps, consumer electronics, computers, and lifestyle products, such as clothes, footwear, digital devices, mobile phones and men’s personal items. We believe that this male demographic consists of tens of million consumers in the United States and has hundreds of billion in spending power.  Through our Comic Cons, we introduce movies, TV shows, video games, technology, animation, toys, action figures, social networking/gaming platforms, comic books and graphic novels and their ancillary merchandise products, covering such media properties as Spider-Man, Transformers, Star Wars, Star Trek, Iron Man and Batman.

Conventions

We earn revenue from ticket sales, exhibitor sales, sponsorships and promotions at our Comic Cons. Our operations are centered on the following two business components:

 
•
Live Conventions , which consists of live events in large cities across North America; and

 
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Sponsorships and Promotions , which consists of sponsorships for conventions and related promotion opportunities.

 
 
 

Strategy

Our objective is to use our conventions and business model to become a market leader in sales and marketing of pop culture. Key elements of our strategy include:

 
•
producing high quality live convention events for promotion of consumer products and entertainment;

 
•
expanding our relationships with entertainment and media companies that our affiliate KTC LLC has established; and

 
•
forming strategic relationships with new media and entertainment companies to promote their products.

Sponsorships an d Promotions

We sell sponsorships an d promotion opportunities to businesses seeking to reach its core target audience of young adult males.

Sponsorships. We provide sponsorships that allow advertisers a full range of promotional vehicles on-site and through its public relations efforts.  Sponsorships include, among other things, the opportunity to display brand names at our live events. Sponsors pay a fee based upon the position of their advertising media and the exposure it will receive. We continue to pursue and negotiate with additional sponsors for the 2011 tour. This activity is ongoing as part of our sales and revenue generating efforts.

Promotions .  Promotional opportunities include product placement and brand associations on-site at the conventions. As our brand grows, we expect to earn revenues by co-creating promotions with companies and brands seeking to benefit from the popularity of the Comic Cons and the exposure received from appearing at them.

Digital Media. We use Facebook and Twitter to create awareness of our conventions and provide updates to our consumers throughout North America. We also use, through an informal arrangement with our affiliate Wizard Entertainment, its website www.wizardworld.com to create awareness of the Comic Cons and an online community for our fans. Through www.wizardworld.com , our fans are able to obtain the latest convention news and information.  Our arrangement will be formalized in an agreement, the terms of which are yet to be negotiated.
 
Marketing

Our conventions are promoted through a variety of media outlets, including television, radio, print and the Internet.  Our conventions garner a large amount of publicity surrounding the events, including from local TV stations, radio stations, newspapers, national press such as AP and Reuters, and fan websites and blogs.
 
Trademarks and Copyrights

We have a portfolio of trademarks and service marks and maintain a catalog of copyrighted works. Since intellectual property is material to all aspects of our operations, we expend substantial cost and effort in an attempt to maintain and protect our intellectual property and to avoid infringing other parties’ intellectual property.  For example, we protect our intellectual property rights by, among other things, searching the Internet to detect unauthorized use of our intellectual property, causing the seizure of goods that feature unauthorized use of our intellectual property and seeking restraining orders and/or damages in court against individuals or entities infringing upon our intellectual property rights. We also rely on trademark, copyright and confidentiality laws and contracts.

Regulation
 
Typically, we do not have to obtain permits to operate the Comic Cons.  The convention centers at which such events occur obtain any required permits and cover all fire safety and occupancy matters as part of the rental agreement.  Crowd control varies by location and are either taken care of by the convention center personnel or by a third party security service recommended by the convention center.
 
The convention centers, however, require us to obtain liability insurance.  We are in the process of obtaining such liability insurance.
 
Customers

Our client base is diverse. We have access to some of the leading movie studios, video game producers, comic book publishers, television broadcasters and toy manufacturers and are continuing to develop the relationships initially established by KTC LLC.

 
 
 

No single advertiser, promoter or sponsor contributes a significant portion of our revenues.

Competition; Competitive Strengths

Our competitors are local one-time event comic cons.  We have a competitive advantage over these comic cons because they do not have our economies of scale and operating efficiencies.  Our production costs remain relatively constant despite the number of Comic Cons we operate because, for example, we do not significantly increase the number of personnel, who are either employees or consultants, as we produce more Comic Cons.  Further, the size of our Comic Cons and the volume at which we produce them give us the leverage to negotiate discounts on such things as hotels and other travel expenses.

There is also the San Diego Comic-Con that occurs every year in San Diego.  However, because of its history, size and well established industry presence, we have made a deliberate decision to not try to compete with it and therefore do not consider them a competitor.

We also believe that the size and volume of our Comic Con tours create a barrier to entry of new industry participants because, due to their size, such new industry participants would find it difficult to enter into certain markets, such as the larger metropolitan cities.  Further, because we produce a number of events throughout the year and across North America, we believe that we provide an attractive opportunity for sponsors with limited coverage who want to expand their exposure nationally.

Sales Channels

We have outsourced our ticket sales to a completely online ticketing service, thereby eliminating the need to mail physical badges. Consumers can order online, print out their barcode, come to the show, get scanned and get a wristband for entry. As an alternative, tickets can be purchased at the live events themselves.

Pricing Policy

We offer a five dollar discount on the purchase price of our tickets to those who pre-purchase tickets online as compared to those who purchase their tickets on-site at the convention.  Tickets typically range from $25 for a single day pass to $55 for a weekend pass. Entry of children 10 and under is free at all events.

Sales and Marketing Strategy
 
We promote our shows through a number of different outlets, including through local radio and TV stations, newspapers, magazines and online sites.  We also use online social networks like Facebook as a resource for our fans and Twitter as a provider of updates to our fans. In addition, we promote our Comic Cons through Wizard magazine, FunFare magazine, ToyFare magazine and www.wizardworld.com , each of which is a property of our affiliate Wizard Entertainment, through an informal arrangement we have with Wizard Entertainment.  Such arrangement will be formalized in an agreement, the terms of which have yet to be negotiated.
 
Growth Strategy

We plan to increase our presence in the comic con market by acquiring the rights to conventions across North America and building and developing new shows in-house.  For example, we created and produced the Anaheim Comic Con in April 2010 and the Austin Comic Con in November 2010.

Employees

We do not have any of our own employees.  We currently obtain the services of the employees of either KTC LLC or Wizard Entertainment to operate the comic cons through an informal arrangement between us and KTC LLC and Wizard Entertainment.  We plan to enter into a shared services agreement with KTC LLC and Wizard Entertainment, the terms of which have yet to be negotiated.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities.  The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.

 
 
 

Risks Relating to our Business

Our future success depends on attracting sponsors and pop culture promoters who will advertise at our Comic Cons. If we fail to attract a sufficient number of sponsors and pop culture promoters, our operating results and revenues may not meet expectations.

One important strategy underlying our recent acquisitions is to create an integrated platform of tours on which sponsors and pop-culture promoters wishing to reach our young male target audience may advertise. However, advertisers may find that our targeted demographic does not consist of their desired consumers or a critical mass of consumers, decide to use a competitor’s services or decide not to use our services for other reasons. If the sponsors and pop-culture promoters decide against advertising with us, we may not realize our growth potential or meet investor expectations. Our future operating results and business prospects could be adversely affected.

If we do not maintain and develop our Comic Con brand and those of our strategic partners, we will not be able to attract an audience to the Comic Cons.

We attract audiences and advertisers partly through brand name recognition. We believe that establishing, maintaining and enhancing our portfolio of Comic Cons and the brands of our strategic partners will enhance our growth prospects. The promotion of our Comic Con brand and those of our strategic partners will depend largely on our success in maintaining a sizable and loyal audience, providing high-quality content and organizing effective marketing programs.

We rely on key contracts and business relationships, and if our current or future business partners or contracting counterparties fail to perform, or terminate, any of their contractual arrangements with us for any reason or cease operations, or should we fail to adequately identify key business relationships, our business could be disrupted and our reputation may be harmed.

If any of our business partners or contracting counterparties fails to perform or terminates its agreement with us for any reason or if our business partners or contracting counterparties with which we have short-term agreements refuse to extend or renew the agreement or enter into a similar agreement, our ability to carry on operations in that sector, and our ability to cross-sell sales and marketing services among different platforms, may be impaired. Depending on the circumstances, the consequences could be far-reaching and harmful to our reputation, existing business relationships and future growth potential.

In addition, we depend on the continued operation of our long-term business partners and contracting counterparties and on maintaining good relations with them. If one of our long-term partners or counterparties is unable (including as a result of bankruptcy or a liquidation proceeding) or unwilling to continue operating in the line of business that is the subject of our contract, we may not be able to obtain similar relationships and agreements on terms acceptable to us or at all.

We may also need to form new strategic partnerships or joint ventures to access appropriate assets and industry know-how. Failing to identify, execute and integrate such future partnerships or joint ventures may have an adverse effect on our business, financial condition, results of operations and cashflow from operations.

The failure to perform or termination of any of the agreements by a partner or a counterparty, the discontinuation of operations of a partner or counterparty, the loss of good relations with a partner or counterparty or our inability to obtain similar relationships or agreements may have an adverse effect on our operating results and financial condition.

We may not be able to respond to changing consumer preferences and our sales may decline.

We operate in markets that are subject to change, including changes in customer preferences. New fads, trends and shifts in pop culture could affect the type of products consumers will purchase. Content in which we have invested significant resources may fail to respond to consumer demand at the time. A decrease in the level of media exposure or popularity of our market pop culture or a loss in sales could have a material adverse effect on our business, prospects and financial condition.

We may not be able to prevent others from using our intellectual property.

We regard our trademarks, trade names, copyrights and similar intellectual property as critical to our success. We plan to rely on a combination of trademark, trade secret and copyright laws, and non-disclosure and other contractual provisions to protect our proprietary rights.  We also try to protect our intellectual property rights by, among other things, searching the Internet to detect unauthorized use of our intellectual property, causing the seizure of goods that feature unauthorized use of our intellectual property and seeking restraining orders and/or damages in court against individuals or entities infringing upon our intellectual property rights.

 
 
 

However, policing the unauthorized use of our intellectual property is often difficult and the steps we have taken may not in every case prevent the infringement by unauthorized third parties. Further, there can be no assurance that our efforts to enforce our rights and protect our intellectual property will be successful.  We may need to resort to litigation to enforce our intellectual property rights. Litigation relating to our intellectual property might result in substantial costs and diversion of resources and management attention. Because the policing of intellectual and intangible rights may be difficult and the ideas and other aspects underlying our business model may not in all cases be protectable under intellectual property laws, there can be no assurance that we can prevent competitors from marketing the same or similar products and services.

We may be subject to claims by third parties that we infringe on their intellectual property.

Although management does not believe that our services infringe on the intellectual rights of others, there is no assurance that we will not be the target of infringement or other claims.  Such claims, even if not true, could result in significant legal and other costs associated and may be a distraction to management.   We also may not be able to protect unauthorized use of intellectual property licensed to us and take appropriate steps to enforce its rights.   The ownership of certain trademarks used by us or our strategic partners may be subject to claims by other parties and if litigation of such disputes arises, substantial costs and interruption of our business, or the business of our strategic partners, may result, which may adversely affect our business or results of operations.

We cannot assure you that our growth strategy will be successful, which may result in a negative impact on our growth, financial condition, results of operations and cash flow.
 
One of our strategies is to grow through acquiring rights to more conventions, but there may be obstacles to expanding our business. We cannot, therefore, assure you that we will be able to successfully overcome such obstacles and establish conventions in any additional markets. Our inability to implement this sustainable growth strategy successfully may have a negative impact on our growth, future financial condition, results of operations or cash flows.

If we need additional capital to fund our growing operations, we may not be able to obtain sufficient capital and may be forced to limit the scope of our operations.

As we implement our growth strategies, we may experience increased capital needs.  We may not, however, have sufficient capital to fund our future operations without additional capital investments. If adequate additional financing is not available on reasonable terms or at all, we may not be able to carry out our corporate strategy and we would be forced to modify our business plans accordingly.

Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the release of competitive products by our competition; and (iii) the amount of our capital expenditures, including acquisitions.  Moreover, the costs involved may exceed those originally contemplated. Costs savings and other economic benefits expected may not materialize as a result of any cost overruns or changes in market circumstances. Failure to obtain intended economic benefits could adversely affect our business, financial condition and operating performances.

We cannot assure you that we will be able to obtain capital in the future to meet our needs.  If we cannot obtain additional funding, we may be required to: (i) limit our expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate capital expenditures. Such reductions could materially adversely affect our business and our ability to compete.  Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are favorable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders.

We need to manage growth in operations to maximize our potential growth and achieve our expected revenues. Our failure to manage growth will cause a disruption of our operations resulting in the failure to generate revenues at levels we expect.
 
In order to maximize potential growth in our current and potential markets, we may have to expand our production operations. Such expansion will place a significant strain on our management and our operational, accounting and information systems. We expect that we will need to continue to improve our financial controls, operating procedures and management information systems. We will also need to effectively train, motivate and manage our employees. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating the revenues we expect.

 
 
 

We could face a variety of risks if we expand into new and complementary businesses.
 
We hope to identify and enter into new or complementary businesses. Risks of expansion may include, among other risks: potential diversion of management’s attention and other resources, including available cash, from our existing businesses; unanticipated liabilities or contingencies; reduced earnings due to increased amortization, impairment charges and other costs; competition from other companies with more experience in such businesses; and possible additional regulatory requirements and compliance costs.

If we do not compete successfully against new and existing competitors, we may lose our market share, and our operating results may be adversely affected.

We compete with other advertising service providers that may reach our target audience by means that are more effective than our Comic Cons. Further, if such other providers of advertising have a long operating history, large product and service suites, more capital resources and broad international or local recognition, our operating results may be adversely affected if we cannot successfully compete.

We encounter competition in our business, and any failure to compete effectively could adversely affect our results of operations.
 
We anticipate that our competitors will continue to expand and seek to obtain additional market share with competitive price and performance characteristics. Aggressive expansion of our competitors or the entrance of new competitors into our markets could have a material adverse effect on our business, results of operations and financial condition.

The loss of the services of our key employees, particularly the services rendered by Gareb Shamus, our President, Chief Executive Offices and Chairman, could harm our business.

Our success depends to a significant degree on the services rendered to us by our key employees.   In particular, we are heavily dependent on the continued services of Gareb Shamus, our President, Chief Executive Officer and Chairman. We do not currently have an employment agreement with Mr. Shamus nor do we have key man insurance on Mr. Shamus.  The loss of Mr. Shamus and other members of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industry, could harm our business.
 
Need to attract and maintain employees.

Our future success also depends upon our continuing ability to attract and retain qualified personnel. Expansion of our business and operation will require additional managers and employees with industry experience, and our success will be dependent on our ability to attract and retain experienced management personnel and other employees.  There can be no assurance that we will be able to attract or retain qualified personnel. Competition may also make it more difficult and expensive to attract, hire and retain qualified managers and employees.  If we fail to attract, train and retain sufficient numbers of these qualified people, our prospects, business, financial condition and results of operations will be materially and adversely affected.

Risks Relating to Being a Public Company
 
Our management has limited experience in managing and operating a public company. Any failure to comply or adequately comply with federal securities laws, rules or regulations could subject us to fines or regulatory actions, which may materially adversely affect our business, results of operations and financial condition.

Our current management has limited experience managing and operating a public company and relies in many instances on the professional experience and advice of third parties, including its attorneys and accountants. Failure to comply or adequately comply with any laws, rules or regulations applicable to our business may result in fines or regulatory actions, which may materially adversely affect our business, results of operation or financial condition and could result in delays in the development of an active and liquid trading market for our stock.

We will incur significant costs to ensure compliance with United States corporate governance and accounting requirements.

We will incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

 
 
 

If we fail to maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected and investor confidence and the market price of our common stock may be adversely impacted.
 
As directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the Securities and Exchange Commission adopted rules requiring public companies to include a report of management on the company’s internal controls over financial reporting in their annual reports, including Form 10-K. Under current Securities and Exchange Commission rules, our management may conclude that our internal controls over our financial reporting are not effective.  Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.  In the event that we are unable to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

Risks Relating To Our Industry
 
A continued decline in general economic conditions and disruption of financial markets may, among other things, reduce the discretionary income of consumers or further erode advertising markets, which could adversely affect our business.

Our operations are affected by general economic conditions, which affect consumers’ disposable income. The demand for entertainment and leisure activities tends to be highly sensitive to the level of consumers’ disposable income. Declines in general economic conditions could reduce the level of discretionary income that our fans and potential fans have to spend on consumer products and entertainment, which could adversely affect our revenues. Volatility and disruption of financial markets could limit our advertisers,’ sponsors’ and promoters’ ability to obtain adequate financing to maintain operations and result in a decrease in sales volume that could have a negative impact on our business, financial condition and results of operations.  Continued softness in the market could adversely affect our revenues or the financial viability of our distributors.

We derive a substantial proportion of our revenues from advertising, and the advertising market is particularly volatile.

We derive the majority of our revenues from the provision of advertisements and sponsorships. Advertising spending is volatile and sensitive to changes in the economy. Our advertising customers may reduce the amount they spend on our media for a number of reasons, including:

 
•
a downturn in economic conditions;

 
•
a deterioration of the ratings of their programs; or

 
•
a decline in advertising spending in general.

If we are unable to continually attract advertisers to our Comic Cons, we will be unable to maintain or increase our advertising fees and sales, which could negatively affect our ability to generate revenues in the future. A decrease in demand for advertising in general, and for our advertising services in particular, could materially and adversely affect our operating results.
 
Risks Related To Our Securities

Our common stock is quoted on the Pink Sheets,  which may have an unfavorable impact on our stock price and liquidity.

Our Common Stock is quoted on the Pink Sheets.  The quotation of our shares on the Pink Sheets may result in a less liquid market available for existing and potential stockholders to trade shares of our Common Stock, could depress the trading price of our Common Stock and could have a long-term adverse impact on our ability to raise capital in the future.

 
 
 

There is limited liquidity on the Pink Sheets.

When fewer shares of a security are being traded on the Pink Sheets, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information.  Due to lower trading volumes in shares of our Common Stock, there may be a lower likelihood of one’s orders for shares of our Common Stock being executed, and current prices may differ significantly from the price one was quoted at the time of one’s order entry.
 
In order to raise sufficient funds to expand our operations, we may have to issue additional securities at prices which may result in substantial dilution to our shareholders.

If we raise additional funds through the sale of equity or convertible debt, our current stockholders’ percentage ownership will be reduced. In addition, these transactions may dilute the value of our common shares outstanding. We may have to issue securities that may have rights, preferences and privileges senior to our Common Stock.

Currently, there is no public market for our securities, and there can be no assurances that any public market will ever develop and, even if developed, it is likely to be subject to significant price fluctuations.

We have a trading symbol for our Common Stock, GOEE. However, our stock has been thinly traded. Consequently, there can be no assurances as to whether:

●
any market for our shares will develop;

●
the prices at which our Common Stock will trade; or

●
the extent to which investor interest in us will lead to the development of an active, liquid trading market.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our Common Stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our Common Stock. Either of these factors could adversely affect the liquidity and trading price of our Common Stock. Until our Common Stock is fully distributed and an orderly market develops in our Common Stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our Common Stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our Common Stock, developments affecting our business, including the impact of the factors referred to elsewhere in these risk factors, investor perception of us and general economic and market conditions.  No assurances can be given that an orderly or liquid market will ever develop for the shares of our Common Stock.

We may be subject to the penny stock rules which will make our securities more difficult to sell.

We will be subject to the Securities and Exchange Commission’s “penny stock” rules if our securities sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for our securities. As long as our securities are subject to the penny stock rules, the holders of such securities may find it more difficult to sell their securities.

 
 
 

Insiders have substantial control over us, and they could delay or prevent a change in our corporate control even if our other stockholders wanted it to occur.

 As of December 10, 2010, our executive officers, directors, and principal stockholders who hold 5% or more of our outstanding common stock beneficially owned, in the aggregate, approximately 74% of our outstanding Common Stock. These stockholders are able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders wanted it to occur.

Our Certificate of Incorporation provide for indemnification of officers and directors at our expense and limit their liability, which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers and/or directors.

Our certificate of incorporation and applicable Delaware law provide for the indemnification of our directors, officers, employees and agents against attorney’s fees and other expenses incurred by them in any to which they become a party arising from their association with or activities on our behalf. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.

We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either   of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.    

We are not likely to pay cash dividends in the foreseeable future.
 
We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any cash dividends in the foreseeable future, but will review this policy as circumstances dictate.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION
 
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “GoEnergy believes,” “management believes” and similar language.  Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned “Risk Factors,” as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Form 8-K.

Overview

We are a producer of pop culture and multimedia conventions (“Comic Cons”) across North America that market movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels. These Comic Cons provide sales, marketing, promotions, public relations, advertising and sponsorship opportunities for entertainment companies, toy companies, gaming companies, publishing companies, marketers, corporate sponsors and retailers.

Background

Kick the Can Corp. (“KTC Corp.”) was incorporated in Nevada on September 21, 2010.  Pursuant to an Asset Purchase Agreement dated September 29, 2010 between KTC Corp. and Kicking the Can, L.L.C., a Delaware limited liability company (“KTC LLC”), KTC Corp. acquired from KTC LLC the production rights to the Atlanta Comic Con, Big Apple Comic Con, Cincinnati Comic Con, Connecticut Comic Con, Nashville Comic Con, New England Comic Con, North Coast Comic Con and Toronto Comic Con in exchange for the issuance of 16 million shares of KTC Corp. common stock to KTC LLC.

 
 
 

Plan of Operation

Our near and long-term operating strategy focuses on increasing revenues through additional live events, and increased sponsorship revenues and sales of convention exhibitor space and tickets, while controlling costs to achieve profitable operations.  Our objective is to use our conventions and business model to become a market leader in sales and marketing of pop culture. Key elements of our strategy include:

 
•
 producing high quality live convention events for promotion of consumer products and entertainment;

 
•
 expanding our relationships with entertainment and media companies; and

 
•
 forming strategic relationships with new media and entertainment companies to promote their products.

We will continue to pursue, negotiate and sell sponsorships and promotion opportunities to businesses seeking to reach our core target audience of young adult males as an ongoing part of our sales and revenues generating efforts.  As our brand grows, we expect to earn revenues by co-creating promotions with companies and brands seeking to benefit from the popularity of our conventions and the exposure received from appearing at our live conventions.

Liquidity and Capital Resources

At September 30, 2010, KTC Corp.’s cash and cash equivalents were $-0-.  During the period from inception through September 30, 2010, KTC Corp. issued $1,600 of its common stock, all of which were issued in exchange for the rights to the comic conventions controlled by KTC LLC.  KTC Corp. received an additional $1,600 in common stock subscriptions, which were not paid for at September 30, 2010.
 
Going Concern
 
The financial statements have been prepared assuming that the Company will continue as a going concern.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $853 at September 30, 2010, and a net loss from operations of $853 for the period from September 20, 2010 (inception) through September 30, 2010 with no revenues since inception.
 
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds  through private placements.  Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
 
Off-Balance Sheet Arrangements
 
As of September 30, 2010, KTC Corp. had no off-balance sheet arrangements.

Critical Accounting Policies

We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of Financial Condition and Plan of Operation.”

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Property and equipment

Property and equipment is stated at historical cost less accumulated depreciation and amortization.  Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the assets, varying from 3 to 5 years or, when applicable, the life of the lease, whichever is shorter.

Long-lived assets

We comply with the accounting and reporting requirements of Statement of Financial Accounting Standards (“SFAS”) No. 144,  Accounting for the Impairment or Disposal of Long-Lived Assets .  We will periodically evaluate the carrying value of long-lived assets when events and circumstances warrant such a review.  Long-lived assets will be written down if the evaluation determines that the fair value is less than the book amount.

 
 
 

Income taxes
 
We comply with SFAS No. 109,  Accounting for Income Taxes , which requires an asset and liability approach to financial reporting for income taxes.  Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

Revenue recognition

In accordance with the provisions of Staff Accounting Bulletin (“SAB”) No. 101,  Revenue Recognition   , as amended by SAB 104, revenues are generally recognized when products are shipped or as services are performed.  However, due to the nature of our business, there are additional steps in the revenue recognition process, as described below:
 
 
·
Sponsorships:  We follow the guidance of Emerging Issues Task Force (“EITF”) Issue 00-21  Revenue Arrangements with Multiple Deliverables   , and assign the total of sponsorship revenues to the various elements contained within a sponsorship package based on their relative fair values.
 
Fair Value of Financial Instruments
 
We follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments.  Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of our financial assets and liabilities, such as accrued expenses approximate our fair values because of the short maturity of this instrument.

We do not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, we did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from September 20, 2010 (inception) through September 30, 2010.

 
 
 

Recent accounting pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash” , which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification” , which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:

 
1.
A subsidiary or group of assets that is a business or nonprofit activity;

 
2.
A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture; and

 
3.
An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).

The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:

 
1.
Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions; and

 
2.
Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.

If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements” , which provides amendments to Subtopic 820-10 that require new disclosures as follows:
 
 
1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and

 
 
 

 
2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
 
 
1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.; and

 
2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In February 2010, the FASB issued the FASB Accounting Standards Update No. 2010-09 “Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements” , which provides amendments to Subtopic 855-10 as follows:

 
1.
An entity that either (a) is an SEC filer or(b) is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets) is required to evaluate subsequent events through the date that the financial statements are issued. If an entity meets neither of those criteria, then it should evaluate subsequent events through the date the financial statements are available to be issued;

 
2.
An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements; and

 
3.
The scope of the reissuance disclosure requirements is refined to include revised financial statements only. The term revised financial statements is added to the glossary of Topic 855. Revised financial statements include financial statements revised either as a result of correction of an error or retrospective application of U.S. generally accepted accounting principles.

All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.

In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition” , which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.

Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:

 
1.
Be commensurate with either of the following:

 
a.
The vendor's performance to achieve the milestone; and

 
 
 

 
b.
The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone.

 
2.
Relate solely to past performance; and

 
3.
Be reasonable relative to all deliverables and payment terms in the arrangement.

A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated separately to determine whether the milestone is substantive. Accordingly, an arrangement may contain both substantive and nonsubstantive milestones.

A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.
A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:

 
1.
A description of the overall arrangement;

 
2.
A description of each milestone and related contingent consideration ;

 
3.
A determination of whether each milestone is considered substantive ;

 
4.
The factors that the entity considered in determining whether the milestone or milestones are substantive; and

 
5.
The amount of consideration recognized during the period for the milestone or milestones.

The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:

 
1.
Revenue ;

 
2.
Income before income taxes ;

 
3.
Net income ;

 
4.
Earnings per share; and

 
5.
The effect of the change for the captions presented.

A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
 
MANAGEMENT

Appointment of New Directors and Officers

Terry Fields has resigned from his position as Chief Executive Officer and all other officer positions that he holds with our Company, effective as of the Closing Date of the Share Exchange, and as the sole director of our Company, effective as of the eleventh day that an information statement required by Rule 14f-1 promulgated under the Exchange Act is mailed to our stockholders.  It has been agreed that Fields shall resign as Chief Financial Officer after the filing of the Company’s Form 10-Q for the three month period ended October 31, 2010.  Gareb Shamus was appointed as our President, Chief Executive Officer and Chairman on the Closing Date.

 
 
 

The following table sets forth the names, ages, and position of our new executive officer and director. Executive officers are elected annually by our board of directors.  Each executive officer holds his office until he resigns, is removed by our board of directors, or his successor is elected and qualified.  Directors are elected annually by our stockholders at the annual meeting.  Each director holds office until his successor is elected and qualified or his earlier resignation or removal.

NAME
 
AGE
 
POSITION
         
Gareb Shamus
 
41
 
President, Chief Executive Officer and Chairman
         
  Terry Fields
 
67
 
 Chief Financial Officer and Director

A brief biography of our officers and directors is more fully described in Item 5.02.  The information therein is hereby incorporated in this section by reference.

Audit Committee; Audit Committee Financial Expert
 
We have not yet appointed an audit committee. Our board of directors currently acts as our audit committee. At the present time, we believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

We currently do not have a member who qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-K and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Our board of directors is in the process of searching for a suitable candidate for this position.

Employment Agreements

We currently do not have employment agreements with any of our executive officers.

Family Relationships

Stephen Shamus, the brother of Gareb Shamus, our President, CEO and Chairman, is expected to be appointed Chief Marketing Officer of our Company.

Involvement in Certain Legal Proceedings
 
To the best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or have been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission.

Code of Ethics

We have not yet adopted a code of ethics.

 
 
 

EXECUTIVE COMPENSATION

GoEnergy Executive Compensation Summary

Summary Compensation Table

The following summary compensation table sets forth all compensation awarded to, earned by, or paid by us to the named executive officers during the fiscal years ended July 31, 2010 and 2009 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

Name and
Principal
Position
 
Year
  
Salary
($)
  
  
Bonus
($)
  
  
Stock
Awards
($)
  
Option
Awards
($)
  
  
Non-Equity
Incentive Plan
Compensation
($)
  
  
Non-Qualified
Deferred
Compensation
Earnings
($)
  
  
All Other
Compensation
($)
  
  
Totals
($)
  
                                                     
Terry Fields,
President,
CEO,  CFO
and Secretary
 
2009
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
                                                                     
   
2010
   
0
     
0
     
0
     
0
     
0
     
0
     
0
     
0
 
   
Outstanding Equity awards at Fiscal Year End

There are no outstanding equity awards as of the date hereof.

Director Compensation

Our directors do not receive a fee for attending board of directors meetings or meetings of a committee of the board of directors. All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending board of director and committee meetings.

Option Grants

We do not maintain any equity incentive or stock option plan.  Accordingly, we did not grant options to purchase any equity interests to any employees or officers, and no stock options are issued or outstanding to any officers.  We do, however, anticipate adopting a non-qualified stock option plan where we will be granting our officers options to purchase our Common Stock pursuant to the terms of their employment agreements.  No such plan has been finalized or adopted.

Certain Relationships and Related Transactions

Gareb Shamus, our President, CEO and Chairman, is also the President and CEO of each of Wizard Entertainment and its wholly owned subsidiary Wizard Conventions.  Stephen Shamus, the brother of Gareb Shamus, is the Chief Marketing Officer of each of Wizard Entertainment and Wizard Conventions , and is expected to be appointed our Chief Marketing Officer.
 
In addition to local radio and TV stations, newspapers, magazines and online sites, and social networks such as FaceBook and Twitter, we promote our Comic Cons through Wizard magazine, FunFare magazine, ToyFare magazine and www.wizardworld.com , each of which is the property of Wizard Entertainment, through an informal arrangement with Wizard Entertainment.  Further, we are currently receiving the services of Wizard Entertainment and Wizard Conventions personnel to operate our Comic Cons, and occupy offices leased by Wizard Entertainment, pursuant to an informal arrangement with Wizard Entertainment.  We plan to enter into a shared services agreement, the terms which are yet to be negotiated, to formalize these arrangements.
 
Going forward, we will present all possible transactions between us and our officers, directors or 5% stockholders, and our affiliates to our board of directors for their consideration and approval. Any such transaction will require approval by a majority of the disinterested directors and such transactions will be on terms no less favorable than those available to disinterested third parties.

PROPERTIES
 
We occupy offices at 1010 Avenue of the Americas, Suite 302, New York, NY 10018 that is leased by our affiliate Wizard Entertainment through an informal arrangement between us and Wizard Entertainment.  We plan to enter into a shared services agreement with Wizard Entertainment, the terms of which have yet to be negotiated, to formalize this arrangement.  The lease on the property expires on December 31, 2012 and covers approximately 4,500 square feet, of which we occupy approximately 830 square feet (exclusive of shared space).  We do not own any real estate.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of December 10, 2010 with respect to the beneficial ownership of our common stock by (i) each of our officers and directors, (ii) our officers and directors as a group and (iii) each person known by us to beneficially own five percent (5%) or more of our outstanding common stock.  Unless otherwise specified, the address of each of the persons set forth below is in care of Kick the Can Corp., 1010 Avenue of the Americas, Suite 302, New York, NY 10018
 
 
Name and Address of Beneficial Owner  
 
Shares of Common Stock 
Beneficially Owned (1)
   
Percentage Ownership (2)
 
             
Directors and Officers
           
                
Gareb Shamus
             
President, CEO and Chairman
    19,437,265        55.54  
                 
Terry Fields
               
Chief Financial Officer (3)
               
321 South Cannon
               
Beverly Hills, CA 90210
    0       *  
                 
All officers and directors as a group
               
 (2 persons named above)
    19,437,265       55.54  
                 
5% Beneficial Owners
               
                 
Knie, Robert
    2,400,000       6.86  
                 
The David Rosenberg Irrevocable Trust (4)
    2,150,000       6.14  
                 
Weisblum, Eric (5)
    1,950,000       5.57  
 
* Less than 1%

(1)
Beneficial ownership generally includes voting or investment power with respect to securities. Unless otherwise indicated, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the securities. Beneficial ownership is determined in accordance with Rule 13d–3(d)(1) under the Exchange Act and includes securities for which the beneficial owner has the right to acquire beneficial ownership within 60 days.

(2)
Based on 35,000,000 shares of common stock issued and outstanding as of December 10, 2010.

(3)
It has been agreed that Fields shall resign as CFO after the filing of the Company’s Form 10-Q for the three month period ended October 31, 2010.
 
(4)
The beneficiary of the Trust is Natalie Schlossberg and the trustee is Mitch Schlossberg, the son of Natalie Schlossberg.  Natalie Schlossberg is the mother –in-law of shareholder Eric Weisblum.  The trustee disclaims any beneficial ownership of Mr. Weisblum’s shares of the Company.

(5)
Eric Weisblum is the son-in-law of the beneficiary of The David Rosenberg Irrevocable Trust.  Mr. Weisblum disclaims any beneficial ownership of the Trust’s shares of the Company.
 
Changes in Control

We do not currently have any arrangements which if consummated may result in a change of control of our Company.
 
DESCRIPTION OF SECURITIES
 
General . Our authorized capital stock consists of 80,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and 20,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), of which 25,000 have been designated as Series A Cumulative Convertible Preferred Stock.

Common Stock . As of December 10, 2010, there were approximately 35,000,000 shares of our Common Stock issued and outstanding held by approximately 42 stockholders of record.
 
 
 

Voting Rights . Holders of our Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Common Stock do not have cumulative voting rights. Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized  by a  majority  of the votes cast.  Holders of our stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our certificate of incorporation. 
 
Dividend Rights . Holders of our Common Stock are entitled to share in all dividends that our board of directors, in its discretion, declares from legally available funds, but only after we have satisfied our dividend obligations to the holders of our Series A Cumulative Convertible Preferred Stock.

Liquidation Rights . In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that are legally available for distribution and remain after (i) payment of liabilities and (ii) payment in full of all amounts due to the holders of the Series A Preferred (on an as converted basis) and the Common Stock.

Conversion and Redemption Rights . Holders of our Common Stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our Common Stock.

Preferred Stock .  As of December 10, 2010, there were approximately 9,763 shares of our Series A Cumulative Convertible Preferred Stock issued and outstanding held by approximately 15 shareholders of record.

Voting Rights. Holders of our Preferred Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Preferred Stock do not have cumulative voting rights. Therefore, holders of a majority of our shares (preferred and common) voting for the election of directors can elect all of the directors. Holders of our stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our certificate of incorporation.

Dividend Rights. Holders of Preferred Stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.

Liquidation Rights . In the event of liquidation, dissolution or winding up, each outstanding share (common and preferred) entitles its holder to participate pro rata in all assets that remain after payment of liabilities.

Series A Cumulative Convertible Preferred Stock

As of December 10, 2010, there were approximately 9,763 shares of our Series A Cumulative Convertible Preferred Stock issued and outstanding held by approximately 15 shareholders of record.  Each share of our Series A Cumulative Convertible Preferred Stock (“Series A Preferred”)  has a stated value equal to $100 (the “Stated Value”).

Voting Rights

The holders of our Series A Preferred do not vote together with the holders of our Common Stock on an as converted basis. The vote of the holders of our Series A Preferred is required, however, to (i) amend our certificate of incorporation or bylaws in a way that would be adverse to the holders of our Series A Preferred, (ii) redeem or repurchase our stock (other than with respect to the Series A Preferred), (iii) effect a liquidation event, (iv) declare or pay dividends (other than on the Series A Preferred), and (v) issue any securities in parity or senior to the rights of the Series A Preferred.

 
 
 

Dividends

The holders of our Series A Preferred are entitled to receive preferential dividends at the rate of 8% per share per annum of the Stated Value out of any funds legally available, and before any dividend or other distribution will be paid or declared and set apart for payment on any shares of our Common Stock.  Upon the occurrence of an event of default, the dividend rate will increase to 15% per annum on the Stated Value. The dividends compound annually and are fully cumulative, accumulate from the date of original issuance of the Series A Preferred, and are payable annually on the last day of each calendar year, in arrears, (i) in cash; (ii) at our option, in additional shares of Series A Preferred valued at the Stated Value in an amount equal to 150% of the cash dividend otherwise payable; or (iii) at our option, a combination of cash and additional shares of Series A Preferred.

Liquidation .

Upon the occurrence of a “liquidation event”, the holders of our Series A Preferred are entitled to receive, before any payment or distribution is made on any shares of our Common Stock, out of the assets available for distribution to our stockholders, an amount equal to two (2) times the Stated Value and all accrued and unpaid dividends.  If the assets available is insufficient to pay the holders of our Series A Preferred in full, then the assets will be distributed pro rata among the holders of our Series A Preferred.

A “liquidation event” occurs in the event of (i) our liquidation, dissolution or winding-up, whether voluntary or involuntary, (ii) (A) our purchase or redemption of any shares of any class of our stock or (B) a merger or consolidation with or into any entity, unless, among other things, the holders of our Series A Preferred receive securities of the surviving corporation having substantially similar rights and our stockholders immediately prior to such transaction are holders of at least a majority of the voting securities of the surviving entity.

Redemption

Upon (i) the occurrence of an event of default, (ii) a “change in control” or (iii) our liquidation, dissolution or winding up, and if the holder of the Series A Preferred so elects, we must pay a sum of money determined by multiplying the then current purchase price of the outstanding Series A Preferred by 110%, plus accrued but unpaid dividends, no later than thirty (30) business days after request for redemption is made.  “Change in Control” means (i) our Company no longer having a class of shares publicly traded, listed or quoted, (ii) our becoming a subsidiary of another entity, (iii) a majority of our board of directors as of the Closing Date no longer serving as our directors of the Corporation, and (iv) the sale, lease or transfer of substantially all of our assets or the assets of our subsidiary.

Conversion

Each holder of our Series A Preferred has the right at any time after the issuance of Series A Preferred to convert the shares at the Stated Value and accrued but unpaid declared dividends into shares of our Common Stock at a conversion rate of $0.40 per share.

Except under certain circumstances (such as the issuance of our Common Stock pursuant to a stock option plan), if we issue shares of our Common Stock or securities convertible into or exchangeable or exercisable for shares of our Common Stock, for a purchase price, conversion price or exercise price that is less then the then current conversion price of our Series A Preferred, then the conversion price of our Series A Preferred will be reduced to such lower price.

The conversion price for our Series A Preferred is further adjusted in the event of:  (i) a declaration of any dividend or distribution on our Common Stock, (ii) stock split or (iii) reclassification of our Common Stock, proportionately so that the holders of our Series A Preferred are entitled receive the kind and number of shares or other securities to which they would have owned or have been entitled to receive after the happening of any of such events had such shares of our Series A Preferred been converted immediately prior to the happening of such event.

If we merge with or into any other corporation where we are not the surviving entity, then unless the right to convert shares of our Series A Preferred is terminated as part of such merger, then, if permitted under applicable law, the holder of our Series A Preferred will have the right to convert each of their shares of Series A Preferred into the same kind and amount of shares of stock receivable upon the merger.  A similar provision applies to the sale of all or substantially all of our assets.

If a holder of our Series A Preferred notifies us of such holder’s election to convert and we do not deliver the shares of Common Stock issuable upon such conversion, and the holder has to buy shares of our Common Stock on the open market because of their obligation to deliver shares of Common Stock, then we will pay such holder the difference between the price paid on the open market and the Stated Value.  We will also pay interest at the annual rate of 15% for each day that we are late as well $100 per business day for each $10,000 of Stated Value and dividend which is not timely delivered.

 
 
 

Neither we nor the holder of our Series A Preferred may convert any amount that would result in the holder having a beneficial ownership of our Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates on the conversion date and (ii) the number of shares of our Common Stock issuable upon the conversion, which would result in the aggregate beneficial ownership by such holder and its affiliates of more than 4.99% of the outstanding shares of our Common Stock.  The holder of our Series A Preferred may waive the conversion limitation in whole or in part upon and effective after sixty one (61) days’ prior written notice to our Company.

Series A Common Stock Purchase Warrants

Our Series A Common Stock Purchase Warrants (the “Warrants”) have a term of five years after their issuance date and an exercise price of $.60 per share.  As of December 10, 2010, we have warrants outstanding that are exercisable for an aggregate of up to 614,703 shares of our Common Stock.

The warrant holder may pay the exercise price in cash or through a cashless exercise if the fair market value of our Common Stock is greater than the current exercise price.

If we issue Common Stock, except in the event of certain circumstances (such as the issuance of Common Stock pursuant to a stock option plan), for a consideration less than the exercise price then in effect, then the exercise price will be reduced to the lower exercise price.  Upon any reduction of the exercise price, the number of shares of our Common Stock that the warrant holder is entitled to receive upon exercise will also be adjusted.

If , at any time while the Warrants are outstanding, (i) we merge or  consolidate  with or into another entity, (ii) we sell all or substantially all of our assets, (iii) we effect a tender offer or exchange offer, (iv) we consummate a stock purchase agreement or other business combination with another person or entity that results in such person or entity acquiring more than 50% of our outstanding shares of Common Stock, (v) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50%or more of our Common Stock in the aggregate or (vi) we effect any reclassification of our Common Stock or any share exchange where our Common Stock is converted into or exchanged for other securities, cash or property, then the warrant holder will have the right to receive, for each share of Common Stock issuable upon exercise of the Warrant, (a) the number of shares of common stock of the successor or acquiring corporation or of our Company if we are the surviving corporation, and any additional consideration receivable  by the warrant holder of the number of shares of Common Stock for which the Warrant is exercisable immediately prior to such event or (b) under certain transactions (such as where the consideration paid to holders of our Common Stock consists solely of cash), cash equal to the Black-Scholes value.  To the extent necessary to effectuate the above, any successor or surviving entity will issue to the warrant holder a new warrant  evidencing the warrant holder's right to exercise such warrant as described above. 

If a warrant holder notifies us of such holder’s election to exercise and we do not deliver the shares of Common Stock issuable upon such exercise, and the warrant holder has to buy shares of our Common Stock on the open market because of their obligation to deliver shares of Common Stock, then we will pay such holder the difference between the price paid on the open market and the Stated Value.  We will also pay interest at the annual rate of 15% for each day that we are late in delivering shares of our Common Stock.

The warrant holder can not exercise any amount that would result in the holder having a beneficial ownership of our Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates on the exercise date and (ii) the number of shares of our Common Stock issuable upon exercise, which would result in the aggregate beneficial ownership by such holder and its affiliates of more than 4.99% of the outstanding shares of our Common Stock.  The warrant holder may waive the exercise limitation in whole or in part upon and effective after sixty one (61) days’ prior written notice to our Company.

MARKET PRICE OF AND DIVIDENDS ON THE COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
 
While there is no established public trading market for our Common Stock, our Common Stock is quoted on the Pink Sheets under the symbol GOEE.

 
 
 

The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance.

Holders

As of the date hereof, 35,000,000 shares of Common Stock are issued and outstanding.  There are approximately 42 shareholders of our Common Stock.

Transfer Agent and Registrar

The Transfer Agent for our Common Stock is Signature Stock Transfer, Inc., with an address at 2632 Coachlight Court, Plano, TX 75093. Signature Stock Transfer, Inc.’s telephone number is (972) 612-4120.

Penny Stock Regulations

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
 
Dividend Policy

Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose.  We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock.  In addition, we currently have no plans to pay such dividends.   Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.  See “Risk Factors.”

Equity Compensation Plan Information

The Company does not have an equity compensation plan.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Gareb Shamus, our President, CEO and Chairman, is also the President,  CEO and Chairman of each of Wizard Entertainment and its wholly owned subsidiary Wizard Conventions, and is the majority shareholder of Wizard Entertainment.  Stephen Shamus, the brother of Gareb Shamus, is the Chief Marketing Officer of each of Wizard Entertainment and Wizard Conventions and is expected to be appointed our Chief Marketing Officer.
 
In addition to local radio and TV stations, newspapers, magazines and online sites, and social networks such as FaceBook and Twitter, we promote our Comic Cons through Wizard magazine, FunFare magazine, ToyFare magazine and www.wizardworld.com , each of which is the property of Wizard Entertainment, through an informal arrangement with Wizard Entertainment.  Further, we are currently receiving the services of Wizard Entertainment and Wizard Conventions personnel to operate our Comic Cons, and occupy offices leased by Wizard Entertainment, pursuant to an informal arrangement with Wizard Entertainment.  We plan to enter into a shared services agreement, the terms which are yet to be negotiated, to formalize these arrangements.
 
 
 
 

LEGAL PROCEEDINGS

Currently there are no legal proceedings pending or threatened against us. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.  Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

RECENT SALES OF UNREGISTERED SECURITIES

Recent sales of unregistered securities is more fully described in Item 3.02.  The information therein is hereby incorporated in this section by reference.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Section 145(a) of the Delaware General Corporation Law (“DGCL”), we have the power to indemnify our directors, officers, employees or agents who are parties or threatened to be made parties to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding (other than an action by or in the right of the Company) arising from that person’s role as our director, officer, employee or agent against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
 
Under Section 145(b) of the DGCL, we have the power to indemnify our directors, officers, employees and agents who are parties or threatened to be made parties to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in our favor arising from that person’s role as our director, officer, employee or agent against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to our best interests, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to us unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
 
Section 145(c) of the DGCL further provides that if one of our present or former directors or officers has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
 
These limitations of liability, indemnification and expense advancements may discourage a stockholder from bringing a lawsuit against directors for breach of their fiduciary duties. The provisions may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be adversely affected to the extent we pay the costs of defense or settlement and damage awards against directors and officers pursuant to these limitations of liability and indemnification provisions.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
We do not maintain directors’ and officers’ liability insurance covering our directors and officers against certain claims or liabilities arising out of the performance of their duties and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was our agent.

 
 
 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 3.02 Unregistered Sales of Equity Securities.

The following contains information regarding our sales of unregistered securities during the past two fiscal years and the three month period from August 1 to October 31 of 2010.  All of the securities sold during these periods were sales of our shares of Common Stock to accredited investors and were deemed to be exempt under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering these securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and, unless otherwise stated below, the shares  were restricted in accordance with the requirements of the Securities Act.

Share Exchange

Pursuant to the Exchange Agreement, on December 7, 2010, we issued 33,430,107 shares of our Common Stock to the KTC Corp. Shareholders in exchange for 100% of the outstanding shares of KTC Corp.  Such securities were not registered under the Securities Act.  These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered.

We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

Series A Cumulative Convertible Preferred Stock
 
Immediately after the Share Exchange, we entered into subscription agreements with certain subscribers for the issuance and sale of (i) up to $1,500,0000 in Series A Cumulative Convertible Preferred Stock with the rights and preferences set forth in the Certificate of Designation attached hereto as Exhibit 4.1, convertible into shares of our Common Stock at a per share conversion price of $0.40; and (ii) Warrants in the form attached hereto as Exhibit 4.2 to purchase shares of our  Common Stock.
 
These securities were not registered under the Securities Act.  These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered.

We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

Item 5.01 Changes in Control of Registrant.

As explained more fully in Item 2.01, in connection with the Exchange Agreement, on December 7, 2010, we issued 33,430,107 shares of our Common Stock to the KTC Corp. Shareholders in exchange for 100% of the outstanding shares of KTC Corp.  As such, immediately following the Closing of the Share Exchange, the KTC Corp. Shareholders held approximately 95.5% of the total voting power of our Common Stock entitled to vote.
 
In connection with the Closing of the Share Exchange, and as explained more fully in the above Item 2.01 and below in Item 5.02 of this Current Report on Form 8-K, Terry Fields resigned from his position as Chief Executive Officer and all other officer positions that he holds with our Company effective as of the Closing Date and as the sole director effective as of the eleventh day after the mailing of the information statement required by Rule 14f-1 promulgated under the Exchange Act.   Gareb Shamus was appointed as our President, Chief Executive Officer and Chairman on the Closing Date.

 
 
 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Resignation of Directors

On the Closing Date, Terry Fields resigned as the sole director of our Company, effective on the eleventh day after the mailing of an information statement required by Rule 14f-1 promulgated under the Exchange Act. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

Resignation of Officers

On the Closing Date, Terry Fields resigned from his position as our Chief Executive Officer and all other officer positions he held with our Company, except for his position as Chief Financial Officer .  His resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.  It has been agreed that Terry Fields shall resign from his position as our Chief Financial Officer after our Quarterly Report for the Three Month Period ended October 31, 2010 is filed with the Securities and Exchange Commission.

Appointment of Directors and Officers

Gareb Shamus was appointed as our President and Chief Executive Officer on and effective as of the Closing Date, and upon effectiveness of an information statement required by Rule 14f-1 promulgated under the Exchange Act, Gareb Shamus will be appointed as our Chairman.
 
The business background description of Gareb Shamus is as follows:

Gareb Shamus, age 41, President, Chief Executive Officer and Chairman

Gareb Shamus has been our President and Chief Executive Officer since the consummation of the Share Exchange and as Chairman upon the effectiveness of an information statement required by Rule 14f-1 promulgated under the Exchange Act.  Prior to joining our Company, Mr. Shamus founded in 1991 Wizard Entertainment, where he is currently President, CEO and Chairman.  Mr. Shamus is also the managing member of Kicking the Can, L.L.C., our majority shareholder.  In addition, Mr. Shamus co-founded in 2009 and is a director of PGM Media, LLC, which produces an online newsletter called GeekChicDaily.com.  Mr. Shamus was largely responsible for establishing KTC Corp.’s business of producing media and pop-culture conventions across North America.

Mr. Shamus earned a Bachelor of Arts in Economics and graduated magna cum laude from the State University of New York at Albany.

Related Party Transactions
 
Gareb Shamus, our President, CEO and Chairman, is also the President, CEO and Chairman of each of Wizard Entertainment and its wholly owned subsidiary Wizard Conventions.  Stephen Shamus, the brother of Gareb Shamus, is the Chief Marketing Officer of each of Wizard Entertainment and Wizard Conventions, and is expected to be appointed our Chief Marketing Officer.
 
In addition to local radio and TV stations, newspapers, magazines and online sites, and social networks such as FaceBook and Twitter, we promote our Comic Cons through Wizard magazine, FunFare magazine, ToyFare magazine and www.wizardworld.com , each of which is the property of Wizard Entertainment, through an informal arrangement with Wizard Entertainment.  Further, we are currently receiving the services of Wizard Entertainment and Wizard Conventions personnel to operate our Comic Cons, and occupy offices leased by Wizard Entertainment, pursuant to an informal arrangement with Wizard Entertainment.  We plan to enter into a shared services agreement, the terms which are yet to be negotiated, to formalize these arrangements.
 
Item 5.03 Amendment to Certificate of Incorporation or Bylaws; Change in Fiscal Year

On December 6, 2010, we filed a Certificate of Amendment to our Certificate of Incorporation changing our name to Wizard World, Inc., and a Certificate of Correction on December 7, 2010 clarifying that the effective date of such name change is January 30, 2011.

Item 5.06 Change in Shell Company Status.

As explained more fully in Item 2.01 above, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the Closing of the Share Exchange.  As a result of the Share Exchange, KTC Corp. became our wholly owned subsidiary and became our main operational business.  Consequently, we believe that the Share Exchange has caused us to cease to be a shell company.  For information about the Share Exchange, please see the information set forth above under Item 2.01 of this Current Report on Form 8-K, which information is incorporated herein by reference.

 
 
 

Item 9.01 Financial Statement and Exhibits.
 
(a)  Financial Statements of Business Acquired.

The Unaudited Financial Statements of KTC Corp. as of September 30, 2010 are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
 
(c)  Shell Company Transactions.
 
Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein, which are incorporated herein by reference.
  
(d)  Exhibits.

Exhibit No.
 
Description
     
2.1
 
Share Purchase and Share Exchange Agreement dated November 5, 2010 by and among the Company, Strato Malamas, an individual and the majority stockholder of GoEnergy, Kick the Can Corp., a Nevada corporation, Kicking the Can, L.L.C., a Delaware limited liability company and the majority shareholder of KTC Corp., and certain shareholders of KTC Corp. that are signatories thereto (incorporated by reference to the Form 8-K filed on November 16, 2010).
 
3.1
 
Certificate of Incorporation (incorporated herein by reference to the Form SB-2 filed on March 25, 2003).
 
3.2
 
By-laws (incorporated herein by reference to the Form SB-2 filed on March 25, 2003).
 
3.3
 
Certificate of Amendment filed December 6, 2010 (1)
 
3.4
 
Certificate of Correction filed December 8, 2010 (1)
 
4.1
 
Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible Preferred Stock, $.0001 par value per share (1)
 
4.2
 
Form of Warrant (1)
 
10.1
 
Form of Subscription Agreement, dated December 6, 2010, by and between GoEnergy, Inc. and the Subscribers (1)
 
21.1
 
Subsidiaries (1)

(1)  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 hereunto duly authorized.

Dated:  December 13, 2010
By:  
/s/ Gareb Shamus
 
Name:  
Gareb Shamus
 
Title:  
President and Chief Executive Officer
 
 

KICK THE CAN CORP.
 
(A DEVELOPMENT STAGE COMPANY)
 
September 30, 2010
 
INDEX TO FINANCIAL STATEMENTS
 
Contents
 
Page(s)
       
Report of Independent Registered Public Accounting Firm
 
F-2
 
       
Balance Sheet at September 30, 2010
 
F-3
 
       
Statement of Operations for the Period from September 20, 2010 (Inception) through September 30, 2010
 
F-4
 
       
Statement of Stockholders’ Equity for the Period from September 20, 2010 (Inception) through September 30, 2010
 
F-5
 
       
Statement of Cash Flows for the Period from September 20, 2010 (Inception) through September 30, 2010
 
F-6
 
       
Notes to the Financial Statements
  
F-7 to F-14
 

 
F-1
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of
 
Kick The Can Corp.
 
(A development stage company)
 
Studio City, California
 
We have audited the accompanying balance sheet of Kick The Can Corp. (a development stage company) (the “Company”) as of September 30, 2010 and the related statements of operations, stockholders’ equity and cash flows for the period from September 20, 2010 (inception) through September 30, 2010. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2010 and the results of its operations and its cash flows for the period from September 20, 2010 (inception) through September 30, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company had a deficit accumulated during the development stage at September 30, 2010, and had a net loss for the period from September 20, 2010 (inception) through September 30, 2010, with no revenues earned since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/Li & Company, PC
 
Li & Company, PC
 
Skillman, New Jersey
 
November 2, 2010

 
F-2
 

KICK THE CAN CORP.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

   
September 30,
2010
 
       
ASSETS
     
       
Current assets
     
Cash
  $ -  
Stock subscription receivable
    1,6001  
         
Total assets
  $ 1,600  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
         
Current liabilities
       
Accrued expenses
  $ 853  
         
Total liabilities
    853  
         
Stockholders’ equity
       
  Common stock: $0.001 par value; 60,000,000 shares authorized; 32,000,000 shares issued and outstanding
     3,200  
Additional paid-in capital
    (1,600 )
Deficit accumulated during the development stage
    (853 )
         
Total stockholders’ equity
    747  
         
Total liabilities and stockholders’ equity
  $ 1,600  

See accompanying notes to the financial statements

 
F-3
 

KICK THE CAN CORP.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

   
For the period
from
September 20,
2010
(Inception)
through
September 30,
2010
 
       
REVENUE
  $ -  
         
OPERATING EXPENSES
       
General and administrative
    853  
         
Loss before income taxes
    (853 )
         
Provision for income taxes
    -  
         
Net loss
  $ (853 )
         
Net loss per common share – basic and diluted
  $ (0.00 )
         
Weighted average number of common shares outstanding – basic and diluted
      17,600,000  

See accompanying notes to the financial statements.

 
F-4
 

KICK THE CAN CORP.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from September 20, 2010 (Inception) Through September 30, 2010

   
Common Stock
   
Additional
         
Total
 
   
Shares
   
Amount
   
Paid-In
Capital
   
Accumulated
Deficit
   
Stockholders'
Deficit
 
                               
September 20, 2010 (Inception)
    16,000,000     $ 1,600     $ -     $ -     $ 1,600  
                                         
Purchase of assets from related party at zero cost basis
    16,000,000       1,600       (1,600 )             -  
                                         
Net loss
                            (853 )     (853 )
                                         
Balance, September 30, 2010
    32,000,000     $ 3,200     $ (1,600 )   $ (853 )   $ 747  

See accompanying notes to the financial statements.

 
F-5
 

KICK THE CAN CORP.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

   
For the period
from
September 20, 2010
(Inception)
through
September 30,
2010
 
       
CASH FLOWS FROM OPERATING ACTIVITIES
     
Net loss
  $ (853 )
         
Adjustments to reconcile net loss to net cash used in operating activities:
       
         
Accrued expenses
    853  
         
Net cash used in operating activities
    -  
         
Change in cash during the period
    -  
Cash, beginning of the period
    -  
         
Cash, end of the period
  $ -  
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
       
Interest paid
  $ -  
Income tax paid
  $ -  
         
NON-CASH FINANCING AND INVESTING
       
Common stock issued for stock subscription receivable
  $ 1,600  
         
Common stock issued for purchase of related party assets with zero cost basis
  $ 1,600  

See accompanying notes to the financial statements

 
F-6
 

KICK THE CAN CORP.
(A DEVELOPMENT STAGE COMPANY)
SEPTEMBER 30, 2010

NOTES TO THE FINANCIAL STATEMENTS

Note 1 – Nature of Operations

Kick The Can Corp. (a development stage company) (“KTC” or the “Company”) was incorporated in the State of Nevada on September 20, 2010. Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company has not generated any revenues since inception. Kick the Can Corp was formed to develop and acquire pop culture events throughout North America.
 
Note 2 – Significant Accounting Policies
 
Basis of presentation
 
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
Development s tage company
 
The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.
 
Use of estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
 
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
 
Fiscal year end
 
The Company elected September 30 as its fiscal year ending date.
 
Cash equivalents
 
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 
F-7
 

Fair value of financial instruments
 
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.  Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
Level 1
 
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2
 
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3
  
Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as accrued expenses approximate its fair values because of the short maturity of this instrument.
 
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from September 20, 2010 (inception) through September 30, 2010.
 
Revenue recognition
 
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company will recognize revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
 
Income taxes
 
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

 
F-8
 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
 
Net loss per common share
 
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of September 30, 2010.
 
Commitments and contingencies
 
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
 
Cash flows reporting
 
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
 
Subsequent events
 
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 
F-9
 

Recently issued accounting standards

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash” , which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.
 
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification” , which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:
 
 
1.
A subsidiary or group of assets that is a business or nonprofit activity
 
 
2.
A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture
 
 
3.
An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).
 
The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:
 
 
1.
Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.
 
 
2.
Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.
 
If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.

 
F-10
 

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements” , which provides amendments to Subtopic 820-10 that require new disclosures as follows:
 
 
1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

 
2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
 
 
1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.

 
2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
 
In February 2010, the FASB issued the FASB Accounting Standards Update No. 2010-09 “Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements” , which provides amendments to Subtopic 855-10 as follows:
 
 
1.
An entity that either (a) is an SEC filer or(b) is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets) is required to evaluate subsequent events through the date that the financial statements are issued. If an entity meets neither of those criteria, then it should evaluate subsequent events through the date the financial statements are available to be issued.
 
 
2.
An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements.
 
 
3.
The scope of the reissuance disclosure requirements is refined to include revised financial statements only. The term revised financial statements is added to the glossary of Topic 855. Revised financial statements include financial statements revised either as a result of correction of an error or retrospective application of U.S. generally accepted accounting principles.

 
F-11
 

All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.
 
In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition” , which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.
 
Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:
 
 
1.
Be commensurate with either of the following:
 
 
a.
The vendor's performance to achieve the milestone
 
 
b.
The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone
 
 
2.
Relate solely to past performance
 
 
3.
Be reasonable relative to all deliverables and payment terms in the arrangement.
 
A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated separately to determine whether the milestone is substantive. Accordingly, an arrangement may contain both substantive and nonsubstantive milestones.
 
A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.
 
A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:
 
  
1.
A description of the overall arrangement
 
2.
A description of each milestone and related contingent consideration
 
3.
A determination of whether each milestone is considered substantive
 
4.
The factors that the entity considered in determining whether the milestone or milestones are substantive
 
5.
The amount of consideration recognized during the period for the milestone or milestones.

 
F-12
 

The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:
 
1.           Revenue
2.           Income before income taxes
3.           Net income
4.           Earnings per share
5.           The effect of the change for the captions presented.

A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods.
 
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3 – Going Concern
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $853 at September 30, 2010, and a net loss from operations of $853 for the period from September 20, 2010 (inception) through September 30, 2010 with no revenues since inception.
 
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
 
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
Note 4 – Stockholder’ Equity

Issuance of common stock
 
The Company was incorporated on September 20, 2010 at which time 16,000,000 shares of common stock were subscribed to the Company’s founder at $0.001 per share or $1,600. Payment of the subscription was received on October 16, 2010.
 
On September 29, 2010, the Company issued 16,000,000 shares of its common stock for certain assets owned by Kicking The Can L.L.C. (“LLC”). The majority member of LLC is the sole shareholder of KTC and because of this the transaction has been valued at $0, his basis in these assets.

 
F-13
 

Note 5 – Income Taxes

At September 30, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $853 that may be offset against future taxable income through 2030.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $290, calculated at an effective tax rate of 34%, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $290.
 
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $290 for the period from September 20, 2010 (inception) through September 30, 2010.
 
Note 6 – Related Party Transaction

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
 
Note 7 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date these financials were issued to determine if they must be reported. The Management of the Company determined that there are no reportable subsequent events to be disclosed.

 
F-14
 


 
 
 

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
GoENERGY, INC.

GoENERGY, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify, pursuant to Section 242 of the General Corporation Law of the State of Delaware, that:

1.           The name of the corporation is GoEnergy, Inc. (the “ Corporation ”).

2.           The Board of Directors of the Corporation, by resolutions duly adopted, declared it advisable that the Certificate of Incorporation of the Corporation be amended in order to change the name of the Corporation to “Wizard World, Inc.”

3.           The Certificate of Incorporation is hereby amended by striking out paragraph FIRST thereof and substituting in lieu of said paragraph the following new paragraph FIRST:

“FIRST.  The name of this corporation shall be:

WIZARD WORLD, INC.”

4.           The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Signed on December 6, 2010.
 
   
By: 
/s/ Gareb Shamus
 
 
Name:  Gareb Shamus
 
 
Title:  President and Chief Executive Officer
 
 
 
 
 
 
 

 
 
 

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

GoEnergy, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

1.           The name of the corporation is GoEnergy, Inc. (the “Corporation”).

2.           That a Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 6, 2007 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3.           The inaccuracy in the Certificate of Amendment is that the Certificate of Amendment, which amends the Corporation’s Certificate of Incorporation by changing the name of the Corporation to Wizard World, Inc., should have stated that such name change is to be effective as of January 30, 2011.

4.           The Certificate of Amendment shall be amended as follows:

A new Section 5 shall be added to the Certificate of Amendment and shall read as follows:

“5.           The name change shall be effective as of 12:01 A.M. Eastern Standard Time on January 30, 2011.”

IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction to be executed by Gareb Shamus, its duly authorized officer, this 8th day of December, 2010.

 
By: 
/s/ Gareb Shamus
   
Gareb Shamus
   
President and Chief Executive Officer
 
 
 
 
  
 

 
 
 
 
equal to 150% of the cash dividend otherwise payable or (ii) a combination of cash and additional shares of Series A Preferred Stock, provided there is not an existing current Event of Default on the annual date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series A Preferred Stock.  The issuance of such shares of Series A Preferred Stock shall constitute full payment of such dividends or such portion of such dividends payable in additional shares of Series A Preferred Stock, as the case may be.
 
(b)           The dividends on the Series A Preferred Stock at the rates provided above shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series A Preferred Stock then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series A Preferred Stock for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series A Preferred Stock or any shares of any other class of stock ranking on a parity with the Series A Preferred Stock and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock.

C.            Liquidation and Redemption Rights .  Upon the occurrence of a Liquidation Event (as defined below), the Holders of the Series A Preferred Stock shall be entitled to receive, and before any payment or distribution shall be made on any shares of any Common Stock or other class of stock presently authorized or to be authorized (the Common Stock and such other stock being hereinafter collectively, the “ Junior Stock ”), out of the assets of the Corporation available for distribution to stockholders, an amount equal to two (2) times the Series A Stated Value and all accrued and unpaid dividends to and including the date of payment thereof.  Upon the payment in full of all amounts due to the Holders of the Series A Preferred Stock (on an as converted basis), the Common Stock and any other class of Junior Stock shall collectively receive all remaining assets of the Corporation legally available for distribution.  If the assets of the Corporation available for distribution to the Holders of the Series A Preferred Stock shall be insufficient to permit payment in full of the amounts payable as aforesaid to the Holders of Series A Preferred Stock upon a Liquidation Event, then all such assets of the Corporation shall be distributed to the exclusion of the Holders of Junior Stock ratably among the Holders of the Series A Preferred Stock. “ Liquidation Event ” shall mean (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, unless (a) the Holders of the Series A Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series A Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter (the “ Permitted Merger ”), unless the Holders of the shares of Series A Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the Holders elect otherwise.
 
D.           Conversion into Common Stock .  Holders of shares of Series A Preferred Stock shall have the following conversion rights and obligations:
 
(a)            Subject to the further provisions of this paragraph D(a), each Holder of Series A Preferred Stock shall have the right at any time commencing after the issuance to such Holder of Series A Preferred Stock, to convert such shares, accrued but unpaid declared dividends on the Series A Preferred Stock and any other sum owed by the Corporation arising from the Series A Preferred Stock or pursuant to the Subscription Agreement entered into by the Corporation and the Holder or Holder’s predecessor in connection with the issuance of Series A Preferred Stock (each a “ Subscription Agreement ”)  (collectively “ Obligation Amount ”) into fully paid and non-assessable shares of Common Stock of the Corporation determined in accordance with the applicable conversion price provided in paragraph D(b) below (the “ Conversion Price ”).  All declared or accrued but unpaid dividends may be converted at the election of the Holder together with or independent of the conversion of the Series A Stated Value of the Series A Preferred Stock.

 
- 2 -
 

(b)            The number of shares of Common Stock issuable upon conversion of the Obligation Amount shall equal (i) the sum of (A) the Series A Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Obligation Amount, divided by (ii) the Conversion Price.  The Conversion Price of the Series A Preferred Stock shall be $0.40, subject to adjustment only as described herein.
 
(c)            Holder will give notice of its decision to exercise its right to convert the Series A Preferred Stock, or part thereof and/or accrued and unpaid dividends, by sending by facsimile an executed and completed Notice of Conversion (a form of which is annexed as Exhibit A to this Certificate of Designation) to the Corporation via confirmed facsimile transmission.  The Holder will not be required to surrender the Series A Preferred Stock certificate until the Series A Preferred Stock has been fully converted.  Each date on which a Notice of Conversion is sent by facsimile to the Corporation in accordance with the provisions hereof shall be deemed a Conversion Date.  The Corporation will itself, or cause the Corporation’s transfer agent to, transmit the Corporation’s Common Stock certificates representing the Common Stock issuable upon conversion of the Series A Preferred Stock to the Holder via express courier for receipt by such Holder within three (3) business days after receipt by the Corporation of the Notice of Conversion (the “ Delivery Date ”).  In the event the Common Stock is electronically transferable, then delivery of the Common Stock must be made by electronic transfer, provided request for such electronic transfer has been made by the Holder.  A Series A Preferred Stock certificate representing the balance of the Series A Preferred Stock not so converted will be provided by the Corporation to the Holder if requested by Holder, provided the Holder has delivered the original Series A Preferred Stock certificate to the Corporation.  To the extent that a Holder elects not to surrender the certificate for such Series A Preferred Stock for reissuance upon partial payment or conversion, the Holder hereby indemnifies the Corporation against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount of the Series A Stated Value then owned by the Holder.
 
In the case of the exercise of the conversion rights set forth in paragraph D(a) hereof, the conversion privilege shall be deemed to have been exercised and the shares of Common Stock issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Corporation of the Notice of Conversion.  The person or entity entitled to receive Common Stock issuable upon such conversion shall, on the date and thereafter, be treated for all purposes as the recordholder of such Common Stock and shall on the same date cease to be treated for any purpose as the record Holder of such shares of Series A Preferred Stock so converted.
 
Upon the conversion of any shares of Series A Preferred Stock, no adjustment or payment shall be made with respect to such converted shares on account of any dividend on the Common Stock, except that the Holder of such converted shares shall be entitled to be paid any dividends declared on shares of Common Stock after conversion thereof.
 
The Corporation shall not be required, in connection with any conversion of the Series A Preferred Stock and payment of dividends on Series A Preferred Stock, to issue a fraction of a share of its Series A Preferred Stock or Common Stock and shall instead deliver a stock certificate representing the next higher whole number.

 
- 3 -
 

The Corporation and the Holder may not convert that amount of the Obligation Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Obligation Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation.  For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%.  The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.   The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty one (61) days’ prior written notice to the Company.
 
(d)            The Conversion Price determined pursuant to Paragraph D(b) shall be subject to adjustment from time to time as follows:
 
(i)            In case the Corporation shall at any time (A) declare any dividend or distribution on its Common Stock or other securities of the Corporation other than the Series A Preferred Stock, (B) split or subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue by reclassification of its Common Stock any shares or other securities of the Corporation, then in each such event the Conversion Price shall be adjusted proportionately so that the Holders of Series A Preferred Stock shall be entitled to receive the kind and number of shares or other securities of the Corporation which such Holders would have owned or have been entitled to receive after the happening of any of the events described above had such shares of Series A Preferred Stock been converted immediately prior to the happening of such event (or any record date with respect thereto).  Such adjustment shall be made whenever any of the events listed above shall occur.  An adjustment made to the Conversion Price pursuant to this paragraph D(d)(i) shall become effective immediately after the effective date of the event.
 
(ii)           For so long as Series A Preferred Stock is outstanding, other than in the case of an “ Excepted Issuance ” (as defined in Section 12(a) of the Subscription Agreement), if the Corporation issues shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, for a consideration at a price per share, or having a conversion, exchange or exercise price per share less than the Conversion Price of the Series A Preferred Stock immediately in effect prior to such sale or issuance, then immediately prior to such sale or issuance the Conversion Price of the Series A Preferred Stock shall be reduced to such other lower price.   For  purposes of this adjustment, the issuance of any security carrying the right to convert such security directly or indirectly into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the above-described security and again upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price.  Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $.0001 per share of Common Stock.  The reduction of the Conversion Price described in this paragraph is in addition to other rights of the Holder described in this Certificate of Designation and the Subscription Agreement.
 
(e)           (1)           In case of any merger of the Corporation with or into any other corporation (other than a merger in which the Corporation is the surviving or continuing corporation and which does not result in any reclassification, conversion, or change of the outstanding shares of Common Stock), then unless the right to convert shares of Series A Preferred Stock shall have terminated as part of such merger, lawful provision shall be made so that Holders of Series A Preferred Stock shall thereafter have the right to convert each share of Series A Preferred Stock into the kind and amount of shares of stock and/or other securities or property receivable upon such merger by a Holder of the number of shares of Common Stock into which such shares of Series A Preferred Stock might have been converted immediately prior to such consolidation or merger.  Such provision shall also provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in sub-paragraph (d) of this paragraph D.  The foregoing provisions of this paragraph D(e) shall similarly apply to successive mergers.

 
- 4 -
 

(i)            In case of any sale or conveyance to another person or entity of the property of the Corporation as an entirety, or substantially as an entirety, in connection with which shares or other securities or cash or other property shall be issuable, distributable, payable, or deliverable for outstanding shares of Common Stock, then, unless the right to convert such shares shall have terminated, lawful provision shall be made so that the Holders of Series A Preferred Stock shall thereafter have the right to convert each share of the Series A Preferred Stock into the kind and amount of shares of stock or other securities or property that shall be issuable, distributable, payable, or deliverable upon such sale or conveyance with respect to each share of Common Stock immediately prior to such conveyance.
 
(f)            Whenever the number of shares to be issued upon conversion of the Series A Preferred Stock is required to be adjusted as provided in this paragraph D(f), the Corporation shall forthwith compute the adjusted number of shares to be so issued and prepare a certificate setting forth such adjusted conversion amount and the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the Transfer Agent for the Series A Preferred Stock and the Common Stock, and the Corporation shall give notice in the manner described in the Subscription Agreement to each Holder of record of Series A Preferred Stock of such adjusted conversion price not later than the first business day after the event, giving rise to the adjustment.
 
(g)            In case at any time the Corporation shall propose:
 
(i)            to pay any dividend or distribution payable in shares upon its Common Stock or make any distribution (other than cash dividends) to the Holders of its Common Stock; or
 
(ii)           to offer for subscription to the Holders of its Common Stock any additional shares of any class or any other rights; or
 
(iii)          any capital reorganization or reclassification of its shares or the merger of the Corporation with another corporation (other than a merger in which the Corporation is the surviving or continuing corporation and which does not result in any reclassification, conversion, or change of the outstanding shares of Common Stock); or
 
(iv)          the voluntary dissolution, liquidation or winding-up of the Corporation;
 
then, and in any one or more of said cases, the Corporation shall cause at least fifteen (15) days prior notice of the date on which (A) the books of the Corporation shall close or a record be taken for such stock dividend, distribution, or subscription rights, or (B) such capital reorganization, reclassification, merger, dissolution, liquidation or winding-up shall take place, as the case may be, to be mailed to the Holders of record of the Series A Preferred Stock.
 
(h)            For so long as any shares of Series A Preferred Stock or any Obligation Amount shall remain outstanding and the Holders thereof shall have the right to convert the same in accordance with provisions of this paragraph D(h), the Corporation shall at all times reserve from the authorized and unissued shares of its Common Stock 150% of the number of shares of Common Stock that would be necessary to allow the conversion of the entire Obligation Amount.
 
(i)            The term “ Common Stock ” as used in this Certificate of Designation shall mean the Common Stock of the Corporation as such stock is constituted at the date of issuance thereof or as it may from time to time be changed, or shares of stock of any class or other securities and/or property into which the shares of the Series A Preferred Stock shall at any time become convertible pursuant to the provisions of this paragraph D(i).

 
- 5 -
 

(j)            The Corporation shall pay the amount of any and all issue taxes (but not income taxes) which may be imposed in respect of any issue or delivery of stock upon the conversion of any shares of Series A Preferred Stock, but all transfer taxes and income taxes that may be payable in respect of any change of ownership of Series A Preferred Stock or any rights represented thereby or of stock receivable upon conversion thereof shall be paid by the person or persons surrendering such stock for conversion.
 
(k)            In the event a Holder shall elect to convert any shares of Series A Preferred Stock as provided herein, the Corporation may not refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged in any violation of law, or for any other reason unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of said shares of Series A Preferred Stock shall have been sought and obtained by the Corporation or at the Corporation’s request or with the Corporation’s assistance and the Corporation posts a surety bond for the benefit of such Holder equal to 120% of the Obligation Amount sought to be converted, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event Holder obtains judgment.
 
(l)            In addition to any other rights available to the Holder, if the Corporation fails to deliver to the Holder such certificate or certificates pursuant to Section D(c) by the Delivery Date and if after the Delivery Date the Holder or a broker on behalf of the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Common Stock which the Holder anticipated receiving upon such conversion (a “ Buy-In ”), then the Corporation shall pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) within five (5) business days after written notice from the Holder, the amount by which (A) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate Series A Stated Value of the shares of Series A Preferred Stock for which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). The Holder shall provide the Corporation written notice indicating the amounts payable to the Holder in respect of the Buy-In, which shall include evidence of the price at which such Holder had to purchase the Common Stock in an open-market transaction or otherwise.
 
(m)            The Corporation understands that a delay in the delivery of Common Stock upon conversion of Series A Preferred Stock in the form required pursuant to this Certificate of Designation and the applicable Subscription Agreement after the Delivery Date could result in economic loss to the Holder.  As compensation to the Holder for such loss, the Corporation agrees to pay (as liquidated damages and not as a penalty) to the Holder for such late issuance of Common Stock upon Conversion of the Series A Preferred Stock in the amount of $100 per business day after the Delivery Date for each $10,000 of Obligation Amount being converted of the corresponding Common stock which is not timely delivered.  The Corporation shall pay any payments incurred under this section in immediately available funds upon demand.  Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Corporation fails for any reason to effect delivery of the Common Stock by the Delivery Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all by delivery of a notice to such effect to the Corporation, whereupon the Corporation and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation is given to the Corporation.

 
- 6 -
 

(n)            U pon (i) the occurrence of an   Event of Default (as defined in th is   Certificate of Designation ) , that continues for more than twenty (20) business days after any applicable grace period , (ii) a Change in Control (as defined in the Subscription Agreement ), or (i ii ) of the liquidation, dissolution or winding up of the Company, then at the Holder’s election, the Corporation must pay to the Holder, ten ( 1 0) business days after request by the Holder ( the “ Calculation Period ”), a sum of money determined by multiplying the then current purchase price of the outstanding Preferred Stock designated by the Holder by 110 %, plus accrued but unpaid dividends ( ” Mandatory Redemption Payment ” ). The Mandatory Redemption Payment must be received by such Holder not later than thirty (30) business days after request   ( “ Mandatory Redemption Payment Date ” ). Upon receipt of the Mandatory Redemption Payment, the corresponding Series A Preferred Stock and dividends will be deemed paid and no longer outstanding. For purposes of this Section, “ Change in Control ” shall mean (i) the Corporation no longer having a class of shares publicly traded , listed or quoted, as applicable, on a Principal Market, (ii) the Corporation becoming a Subsidiary of another entity (other than a corporation formed by the Corporation for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Co rporation as of the Closing Date   no longer serving as directors of the Corporation, except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Corporation   or Subsidiaries.
 
E.            Voting Rights .   The Holders of shares of Series A Preferred Stock shall not vote together with the holders of the Common Stock on an as converted basis, provided, however, that the consent of the Holders shall be required for the following actions:
 
(a)           amending the Corporation’s certificate of incorporation or by-laws if such amendment would adversely affect the Series A Preferred Stock, including, without limitation,:
 
(i)            changing the relative seniority rights of the holders of the Series A Preferred Stock as to the payment of dividends in relation to the holders of any other capital stock of the Corporation, or create any other class or series of capital stock entitled to seniority as to the payment of dividends in relation to the holders of Series A Preferred Stock;
 
(ii)           reducing the amount payable to the holders of Series A Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or change the relative seniority of the liquidation preferences of the holders of Series A Preferred Stock to the rights upon liquidation of the holders of other capital stock of the Corporation, or change the dividend rights of the holders of Series A Preferred Stock;
 
(iii)          canceling or modifying the conversion rights of the holders of Series A Preferred Stock provided for in Section D herein;
 
(iv)         canceling or modifying the rights of the holders of the Series A Preferred Stock provided for in this Section E; or
 
(v)          changing the authorized number of shares of Series A Preferred Stock.
 
(b)           purchasing any of the Corporation’s securities other than required redemptions of Series A Preferred Stock and repurchase under restricted stock and option agreements authorizing the Corporation’s employees (as permitted herein);
 
(c)           effecting a Liquidation Event;
 
(d)           declaring or paying any dividends other than in respect of the Series A Preferred Stock; and
 
(e)           issuing any additional securities having rights senior to or on parity with the Series A Preferred Stock.

 
- 7 -
 

3.             Events of Default .  For so long as the Series A Preferred Stock is outstanding, unless waived in writing by the Holders, the occurrence of any of the following is an event of default (each, an “ Event of Default ”) and shall thereafter or until such Event of Default has been cured, if such Event of Default is permitted to be cured hereunder, cause the dividend rate to become 15% from and after the occurrence and during the pendency of such event with respect to the Series A Preferred Stock:
 
(a)         The Corporation fails to timely pay any dividend payment or the failure to timely pay any other sum of money due to a Holder of Series A Preferred Stock from the Corporation pursuant to the Subscription Agreement or any other Transaction Document.
 
(b)         The Corporation breaches any material covenant or other material term or condition of the Subscription Agreement or this Certificate of Designation in any material respect and such breach, if subject to cure, continues for a period of five (5) business days.
 
(c)         Any material representation or warranty of the Corporation made herein, in any other Transaction Document (as defined in Section 5(c) of the Subscription Agreement), or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect as of the date made and as of the Closing Date.
 
(d)         Any dissolution, liquidation or winding up of Corporation or any substantial portion of its business.
 
(e)         Any continued cessation of operations by the Corporation or any material Subsidiary for thirty (30) days or more or the Corporation is unable to pay its debts after such debts become due.
 
(f)          The transfer or sale by the Corporation or any material Subsidiary of any material Intellectual Property  (as disclosed on Schedule 9(l) of the Subscription Agreement), personal property, real property or other assets which are necessary to conduct its business (whether now or in the future),without receiving fair value.
 
(g)         The merger, consolidation or reorganization of the Corporation with or into another corporation or person or entity (other than with or into a wholly owned subsidiary of the Corporation), or  sale of the capital stock of the Corporation by the Corporation or the holders thereof, in any case under circumstances in which the holders of a majority of the voting power of the outstanding capital stock of Corporation immediately prior to such transaction owning less than a majority in voting power of the outstanding capital stock of Corporation or the surviving or resulting corporation or other entity, as the case may be, immediately following such transaction.
 
(h)         The Corporation or any material Subsidiary shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.
 
(i)          Any money judgment, writ or similar final process shall be entered or filed against the Corporation or its material Subsidiary or any of their property or other assets for more than $100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of forty-five (45) days.
 
(j)          Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Corporation and/or any material Subsidiary.
 
(k)         Failure of the Corporation’s Common Stock to be listed for trading or quotation on the NYSE Amex Equities, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select Market, Bulletin Board, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock (the “ Principal Market ”) for a period of ten (10) consecutive trading days.

 
- 8 -
 

(l)           A default by the Corporation or any material Subsidiary under any one or more obligations in an aggregate monetary amount in excess of $100,000 for more than twenty (20) days after the due date, unless the Corporation or its material Subsidiary is contesting the validity of such obligation in good faith.
 
(m)        A Commission or judicial stop trade order or Principal Market trading suspension with respect to the Corporation’s Common Stock that lasts for ten (10) or more consecutive trading days.
 
(n)         The failure by the Corporation to have reserved for issuance upon conversion of the Series A Preferred Stock the number of shares of Common Stock as required in the Subscription Agreement.
 
(o)         A default by the Corporation or any material Subsidiary of a material term, covenant, warranty or undertaking of any other agreement to which the Corporation or any material Subsidiary and Holder are parties, or the occurrence of a material event of default under any such other agreement which is not cured after any required notice and/or cure period.
 
(p)          The occurrence of one or more events having a Material Adverse Effect (as defined in Section 5(a) of the Subscription Agreement).
 
(q)           The Corporation effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holders.

(r)            The restatement of any financial statements filed by the Corporation for any date or period from and after two years prior to the Issue Date of this Certificate of Designation, if the result of such restatement would, by comparison to the unrestated financial statements, have constituted a Material Adverse Effect.

(s)           T he Corporation’s failure to timely deliver to the Holder of Series A Preferred Stock Common Stock issuable upon conversion of the Series A Preferred Stock or a replacement Preferred Stock certificate (if required) within five (5) business days after the required delivery date.

4.             Status of Converted or Redeemed Stock .  In case any shares of Series A Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of preferred stock, and shall no longer be designated as Series A Preferred Stock.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be signed by its duly authorized officer on December 7, 2010.
 
 
GoEnergy, Inc.
   
 
By: 
/s/ Gareb Shamus
   
Name: Gareb Shamus
   
Title: President and Chief Executive Officer

 
- 9 -
 

EXHIBIT A
 
NOTICE OF CONVERSION
 
(To Be Executed By the Registered Holder in Order to Convert Series A Preferred Stock of Wizard World, Inc.)
 
The undersigned hereby irrevocably elects to convert $______________ of the Series A Stated Value of the above Series A Preferred Stock into shares of Common Stock of Wizard World, Inc. (the “ Corporation ”) according to the conditions hereof, as of the date written below.
 
The undersigned hereby irrevocably elects to convert $______________ of the dividends accrued on the Series A Preferred Stock held by the undersigned for the period ________________ to _____________ into shares of Common Stock of the Corporation according to the conditions hereof, as of the date written below.
 
The undersigned hereby irrevocably elects to convert $____________ of the Obligation Amount consisting of ___________________________ for the period ____________ to ______________ into shares of Common Stock of the Corporation according to the conditions hereof, as of the date written below.
 
Date of Conversion: 
 
 
Applicable Conversion Price Per Share: 
 
 
Number of Common Shares Issuable Upon This Conversion: 
 

Select one:

¨            A Series A Convertible Preferred Stock certificate is being delivered herewith.  The unconverted portion of such certificate should be reissued and delivered to the undersigned.

¨            A Series A Convertible Preferred Stock certificate is not being delivered to Wizard World, Inc.

Signature:
 

Print Name:
 

Address:
 
   
   
 
Deliveries Pursuant to this Notice of Conversion Should Be Made to:  
 
 
 
 
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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SEC U RITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED B Y THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA F I DE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES .

 
Right to Purchase ________ shares of Common Stock of GoEnergy, Inc. (subject to adjustment as provided herein)

SERIES A COMMON STOCK PURCHASE WARRANT

No. 2010-A-___
Issue Date: December __, 2010

GOENERGY, INC., a corporation organized under the laws of the State of Delaware (the “ Company ”), hereby certifies that, for value received, _______________ (the “ Holder ”), with an address at ___________________________________, or its assigns (the “ Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.D.T on the five (5) year anniversary of the Issue Date (the “ Expiration Date ”), up to ____________   fully paid and non-assessable shares of Common Stock at a per share purchase price of $0.60.  The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “ Purchase Price .”  The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein.  The Company may reduce the Purchase Price for some or all of the Warrants, temporarily or permanently, provided such reduction is made as to all outstanding Warrants for all Holders of such Warrants.  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “ Subscription Agreement ”), dated as of December 6, 2010, entered into by the Company, the Holder and the other signatories thereto.

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
 
(a)         The term “ Company ” shall mean GoEnergy, Inc., a Delaware corporation, and any corporation which shall succeed or assume the obligations of GoEnergy, Inc. hereunder.
 
(b)         The term “ Common Stock ” includes (i) the Company's Common Stock, $0.0001 par value per share, as authorized on the date of the Subscription Agreement, and (ii) any other securities into which or for which any of the securities described in (i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.
 
(c)         The term “ Other Securities ” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 hereof or otherwise.

 
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(d)           The term “ Warrant Shares ” shall mean the Common Stock issuable upon exercise of this Warrant.
 
1.            Exercise of Warrant .
 
1.1.          Number of Shares Issuable upon Exercise .  From and after the Issue Date through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of Section 1.2 hereof or upon exercise of this Warrant in part in accordance with Section 1.3 hereof, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4 hereof and Sections 12(a) and 14(p) of the Subscription Agreement.
 
1.2.           Full Exercise .  This Warrant may be exercised in full by the Holder hereof by delivery to the Company of an original or facsimile copy of the form of subscription attached as Exhibit A hereto (the “ Su bscription Form ” ) duly executed by such Holder and deliver ed within two ( 2 ) business day thereafter of payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the num ber of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect.  The original Warrant is not required to be surrendered to the Company until it has been fully exercised.
 
1.3.           Partial Exercise .  This Warrant m ay be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the manner and at the place provided in Section 1.2 hereof , except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect.  On any such partial exercise, upon the written request of the Holder, provided the Holder has surrender ed the original Warrant, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transf e r taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.
 
1.4.          Fair Market Value .  For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular date (the “ Determination Date ”) shall mean:
 
(a)           If the Company's Common Stock is traded on an exchange or  on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or the NYSE AMEX Equities, then the average of the closi ng sale prices of the Common Stock for the five (5) t rading d ays immediately prior to (but not including) the Determination Date;
 
(b)           If the Company's Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or the NYSE AMEX Equities, but is traded on the OTC Bulletin Board or in the over-the-counter market or Pink Sheets, then the average of the closing bid and ask prices reported for the five (5) t rading d ays immediately prior to (but not including) the Determination Date;
 
(c)           Except as provided in clause (d) below and Section 3.1 hereof, if the Company's Common Stock is not publicly traded, then as the Holder and the Company shall mutually agree, or in the absence of such an agreement after good faith efforts of the Company and the Holder to reach an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or

 
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(d)           If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.
 
1.5.          Company Acknowledgment .  The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof, acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.
 
1.6.          Delivery of Stock Certificates, etc. on Exerc ise . The Company agrees that, provided the purchase price listed in the Subscription Form is received as specified in Section 2 hereof , the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in par t and the payment is made , and in any event within five ( 5 ) business days thereafter (“ Warrant Share Delivery Date ” ), the Company , at its expense (including the payment by it of any applicable issue taxes) , will cause to be issued in the name of , and delive red to , the Holder hereof , or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and no n-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then F a ir Market Value of one full share of Common Stock, together with any other stock or o ther s ecurities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1   hereof or otherwise.  The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder.  As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a p enalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which this Warrant is e xercised which are not timely delivered.  The Company shall promptly pay any payments incurred under this Section in immediately available funds upon demand .  Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a written notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revoc a tion or rescission is given to the Company.

 
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1. 7 .           Buy-In .   In addition to any other rights available to the Holder, if the Company fails to deliver to a Holder the Warrant Shares as required pursuant to this Warrant, and the Holder or a broker on the Hol der ’ s behalf, purchases (in an open market transaction or otherwise) shares of C ommon S tock to deliver in satisfaction of a sale by such Holder of the Warrant Shares which the Holder was entitled to receive from the Company (a “ Buy-In ” ), then the Company s hall pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (A) the Holder's total purchase price (including brokerage commissions, if any) for the shares of C ommon S tock so purchased exceeds (B) t he aggregate Purchase Price of the Warrant Shares required to have been delivered together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).   For purposes of illustration , if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of Purchase Price of Warrant Shares to have been received upon exercise of this Warrant, the Company shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In , which shall include evidence of the price at which such Holder had to purchase the Common Stock in an open-market transaction or otherwise .
 
2.            Cashless Exercise .
 
(a)          Payment upon exercise may be made at the written option of the Holder either in (i) cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of the Warrants in accordance with Section (b) below or (iii) by a combination of any of the foregoing methods, for the number of Common Stock specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.  Notwithstanding the immediately preceding sentence, payment upon exercise may be made in the manner described in Section 2(b) below only with respect to Warrant Shares not included for unrestricted public resale in an effective registration statement on the date notice of exercise is given by the Holder.
 
(b)          If the Fair Market Value of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by delivery of a properly endorsed Subscription Form delivered to the Company by any means described in Section 13 hereof, in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula:
 
X= 
Y (A-B)
 
A

 
Where  X=         
the number of shares of Common Stock to be issued to the Holder
 
 
Y=
the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)
 
 
A=
Fair Market Value
 
 
B=
Purchase Price (as adjusted to the date of such calculation)
 
For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement.

 
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3.            Adjustment for Reorganization, Consolidation, Merger, etc.
 
3.1.          Fundamental Transaction .  If, at any time while this Warrant is outstanding, (A) the Company  effects any merger or  consolidation  of the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,  (C) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with one or more persons or entities whereby such other persons or entities acquire more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by such other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement or other business combination), (E) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of the Company, or (F) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a " Fundamental  Transaction "), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration” ) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in (1) a transaction where the consideration paid to the holders of the Common Stock consists solely of cash, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or (3) a transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, cash equal to the Black-Scholes Value (as defined herein).  For purposes of any such exercise, the determination of the Purchase Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Purchase Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder's right to exercise such warrant into Alternate Consideration.  The terms of any agreement pursuant to which a Fundamental Transaction is effected include terms requiring any such successor or surviving entity to comply with the provisions of this  Section 3.1 and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.  “ Black-Scholes Value ” shall be determined in accordance with the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the Volume Weighted Average Price of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of such request and (iii) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction.

 
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3.2.          Continuation of Terms .  Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3 hereof, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4 hereof.
 
3.3            Share Issuance .  Until the Expiration Date, if the Company shall issue any Common Stock , except for the Excepted Issuances (as defined in the Subscription Agreement) , prior to the complete exercise of this Warrant for a consideration less than the Purchase Price that would be in effect at the time of such issuance, then, and thereafter successively upon each such issuance, the Purchase Pric e shall be reduced to such other lower price for then outstanding Warrants.  For purposes of this adjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or   of any warrant to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the of the above-described security, debt instrument, warrant , right, or option if such issuance is at a price lower than the Purchase Price i n effect upon such issuance and again at any time upon any actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Purchase Price in effect upon any actual, permitted, optional, or allowed such issuance.  Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.0001 per share of Comm o n Stock.  The reduction of the Purchase Price described in this Section 3.3 is in addition to the other rights of the Holder described in the Subscription Agreement.   Upon any reduction of the Purchase Price, t he number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 3.3 ) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 3.3 ) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.
 
4.            Extraordinary Events Regarding Common Stock .  In the event that the Company shall (a) issue additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 4 . The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4 ) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4 ) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

 
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5.            Certificate as to Adjustments .  In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrants or in the Purchase Price, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant Agent (as defined herein) of the Company (appointed pursuant to Section 10 hereof).  Holder will be entitled to the benefit of the adjustment regardless of the giving of such notice.  The timely giving of such notice to Holder is a material obligation of the Company.
 
6.            Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements .   The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.  This Warrant entitles the Holder hereof, upon written request, to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.
 
7.            Assignment; Exchange of Warrant .  Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “ Transferor” ). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “ Transferor Endorsement Form” ) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “ Transferee” ), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.
 
8.            Replacement of Warrant .  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.
 
9.            Maximum Exercise .   The Holder shall not be entitled to exercise this Warrant on an exercise date, i n connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its A ffiliates on an exercise date, and (ii) the number of shares of Common Stock i ssuable upon the exercise of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Holder and its A ffiliates of more than 4.99% of the outstanding shares of Common Stock on such date.  For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Rule 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be   limited to aggregate exercises which would result in the issuance of more than 4.99%.   The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (61) days’ prior notice from the Holder to the Company to increase such percentage.  The Holder may decide whether to convert the Preferred Stock or exercise this Warrant to achieve an actual 4.99% or increase such ownership position as described above.

 
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10.          Warrant Agent .  The Company may, by written notice to the Holder, appoint an agent (a “ Warrant Agent ”) for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1 hereof, exchanging this Warrant pursuant to Section 7 hereof, and replacing this Warrant pursuant to Section 8 hereof, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.
 
11.          Transfer on the Company's Books .  Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
 
12.          Registration Rights .  The Holder has been granted certain registration rights by the Company as set forth in the Subscription Agreement.  The terms of the Subscription Agreement and such registration rights are incorporated herein by this reference.

13.          Notices .   All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received), or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:  (i) if to the Company, to GoEn ergy , Inc., c/o Kick the Can Corp., 1010 Avenue of the Americas, Suite 302, New York, NY 10018 , Attn: Gareb Shamus , facsimile: (212) 765-5779, with a copy by fax only to (which shall not constitute notice) Anslow & Jaclin, LLP, 195 Route 9 South, Manalapan, NJ 07726, Attn: Joseph M. Lucosky, Esq., facsimile: (732) 577-1188, and (ii) if to the Holder, to the address and facsimile number listed on the first paragraph of this Warrant, with a copy by fax (which shall not constitute notice) only to Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.

 
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14.          Law Governing This Warrant .  This Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to its principles of conflicts of laws or of any other State.  Any action brought by either party hereto against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York.  The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens .   The Company and the Holder waive trial by jury.   The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with, such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.   Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
 
[-Signature Page Follows-]

 
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IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.
 
 
GOENERGY, INC.
   
 
By: 
  
   
Gareb Shamus
   
President and Chief Executive Officer

 
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Exhibit A

FORM OF SUBSCRIPTION
(to be signed only on exercise of Warrant)
TO:  GOENERGY, INC.
  
The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):
 
___ 
________ shares of the Common Stock covered by such Warrant; or
 
___
the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2 of the Warrant.

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________.  Such payment takes the form of (check applicable box or boxes):

___ 
$__________ in lawful money of the United States; and/or
 
___
the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or

___
the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2 of the Warrant, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.

After application of the cashless exercise feature as described above, _____________ shares of Common Stock are required to be delivered pursuant to the instructions below.

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to __________________________________________, whose address is ___________________________ __________________ __________________ .

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from registration under the Securities Act.

Dated:___________________
  
 
(Signature must conform to name of holder as
specified on the face of the Warrant)
   
 
  
 
  
 
(Address)
 
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Exhibit B

FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)
 
For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of GOENERGY, INC. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of GOENERGY, INC., with full power of substitution in the premises.

Transferees
 
Percentage Transferred
 
Number Transferred
         
         
 
  
 
  
 

Dated:  __________________, _______
 
  
   
(Signature must conform to name of holder as specified on the face of the warrant)
     
Signed in the presence of:
   
     
  
 
   
(Name)
   
   
   
(address)
     
ACCEPTED AND AGREED:
 
  
[TRANSFEREE]
 
   
   
(address)
     
   
   
(Name)
   
 
 
 
 

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “ Agreement ” ) is dated as of December 6, 2010 by and between GoEnergy Inc., a Delaware corporation (the “ Company ” ), and the subscribers identified on   Schedule 1 hereto ( collectively, the “ Subscriber s ” and each, a “ Subscriber ” ).

WHEREAS , the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D (“ Regulation D ”), as promulgated by the United States Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”);

WHEREAS , the parties hereto desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Subscribers, as provided herein, and the Subscribers, in the aggregate, shall purchase up to $1,500,000 of shares of Series A Cumulative   Convertible Preferred Stock of the Company, par value $.0001 per share (“ Preferred Stock ”), at a purchase price (the “ Purchase Price” ) equal to one hundred dollars ($100)   per share, which Preferred Stock shall be convertible into shares of the Company’s common stock, $.0001 par value per share (the “ Common Stock ”), subject to the rights and preferences described in the form of Certificate of Designation annexed hereto as Exhibit A (“ Certificate of Designation ”), and Series A common stock purchase warrants (the “ Warrants ”) in the form attached hereto as Exhibit B , to purchase shares of Common Stock (the “ Warrant Shares ”) (the “ Offering ”).  The Preferred Stock, shares of Common Stock issuable upon conversion of the Preferred Stock (the “ Shares ”), the Warrants and the Warrant Shares are collectively referred to herein as the “ Securities” ; and

WHEREAS , the aggregate proceeds of the sale of the Preferred Stock and the Warrants contemplated hereby (“ Purchase Price ”) shall be held in escrow by Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581 (the “ Escrow Agent ” ) pursuant to the terms of an Escrow Agreement to be executed by the parties hereto substantially in the form attached hereto as Exhibit C (the “ Escrow Agreement ”).

NOW, THEREFORE , in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and each of the Subscribers hereby agree as follows:

1.            Closing and Special Condition s .

(a)            Closing .   Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the “ Closing Date ,” the Subscribers shall purchase, and the Company shall sell to such Subscribers in accordance with Schedule I hereto, the Preferred Stock and the Warrants as described in Section 2 below.  The date the Escrow Agent releases the funds received from one or more Subscribers to the Company and releases the Escrow Documents (as defined in the Escrow Agreement) to the parties hereto in accordance with the provisions of the Escrow Agreement shall be the Closing Date with respect to such released funds and Escrow Documents, and such releases are referred to herein as the “ Closing .”  The parties hereto may agree to have more than one Closing once funds are deposited into the escrow account, in which case the first Closing shall be referred to herein as the “ Initial Closing ”).

 
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(b)             Special Conditions .   The Closing hereunder is specifically conditional on the closing of the  share exchange contemplated by the Share Purchase and Share Exchange Agreement, dated November 5, 2010 and annexed heret o as Exhibit D (the “ Share Exchange Agreement ”), by and among the Company, Strato Malamas, an individual and majority stockholder of the Company,  Kick the Can Corp., a Nevada corporation (“ KTC Corp. ”), Kicking the Can, L.L.C., a Delaware limited liability company and the majority shareholder of KTC Corp., and the other shareholders of KTC Corp. who are signatories thereto, pursuant to which KTC Corp. shall become a wholly owned subsidiary of the Company (the “ Share Exchange ”).  The Share Exchange must close immediately prior to the Closing   and by conducting the Closing and accepting the Purchase Price from the Subscribers, the Company represents that the Share Exchange has irrevocably closed in accordance with the terms of the Share Exchange Agreement .  The representations, covenants, warranties and undertakings of the Company herein are made as of subsequent to the completion of the Share Exchange.  The Company represents and warrants that the Form 8-K, substantially in the form annexed hereto as Exhibit E (“ Super 8-K ”), will be filed with the Commission within four (4) business days after the Initial Closing, as is required under the Securities Exchange Act of 1934, as amended (the “ 19 34 Act ”).  Provided that the Share Exchange has occurred and all of terms and conditions applicable to the Company have been met, the Closing shall occur as soon as practicable after the occurrence of the Share Exchange, but in any event no later than one (1) business day of such events.  Failure to timely file the Super 8-K is an Event of Default under the Transaction Documents.

(c)           Time Effective Clauses .  All time effective clauses not specifically related to an actual Closing Date shall be deemed to have commenced as of the Initial Closing Date, if more than one Closing, or the Closing Date, if only one Closing.

2.            Series A Preferred Stock and Series A Warrant .

(a)             Series A Preferred Stock .   On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

(b)             Series A Warrants .  On the Closing Date, the Company shall issue and deliver the Warrants to the Subscribers as follows:  (i) one Warrant shall be issued for each Two Dollars ($2.00) of Purchase Price paid by a Subscriber on the Closing Date.  The exercise price to acquire a Warrant Share upon exercise of a Warrant shall be $0.60 , subject to amendment as described in the Warrants.  The Warrants shall be exercisable until five (5) years after the Closing Date.

3.            Payment and Allocation of Purchase Price .   In consideration of the issuance of the Preferred Stock and Warrants on the Closing Date, each Subscriber shall pay to or for the benefit of the Company such Subscriber’s Purchase Price, as set forth on the signature pages hereto.  The number of Warrant Shares eligible for purchase by each such Subscriber is set forth on the signature pages hereto.  The Purchase Price will be allocated among the components of the Preferred Stock and Warrants so that each component of same will be fully paid and non-assessable.

4.            Subscriber Representations and Warranties .  Each of the Subscribers, severally but not jointly, hereby represents and warrants to, and agrees with the Company that, with respect only to such Subscriber:

(a)            Organization and Standing of Subscriber .  Subscriber is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)            Authorization and Power .  Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Preferred Stock and Warrants being sold to such Subscriber hereunder.  The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber, and the consummation by such Subscriber of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required.  This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

 
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(c)            No Conflicts .  The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation by such Subscriber of the transactions contemplated hereby and thereby or relating hereto do not and will not (i) result in a violation of such Subscriber’s charter documents, bylaws or other organizational documents, if applicable; (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a default) under any agreement to which such Subscriber is a party; or (iii) result in a violation of any law, rule or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on Subscriber).  Such Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for such Subscriber to execute, deliver or perform any of such Subscriber’s obligations under this Agreement and the other Transaction Documents, nor to purchase the Securities in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, such Subscriber is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

(d)            Information on Company .   Such Subscriber has been furnished with or has had access to the EDGAR Website of the Commission to the Company’s filings made with the Commission through the tenth (10 th ) business day preceding the Closing Date (hereinafter collectively referred to, together with the Super 8-K, the “ Reports ”).  Such Subscriber is not deemed to have any knowledge of any information not included in the Reports, unless such information is delivered in the manner described in the next sentence.  In addition, such Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Subscriber has requested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “ Other Written Information ”), and considered all factors such Subscriber deems material in deciding on the advisability of investing in the Securities.

(e)            Information on Subscriber .   Such Subscriber is, and will be at the time of the conversion of the Preferred Stock and exercise of the Warrants, an “ accredited investor ,” as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Subscriber to utilize the information made available by the Company to evaluate the merits and risks of, and to make an informed investment decision with respect to, the proposed purchase, which such Subscriber hereby agrees represents a speculative investment.  Such Subscriber has the authority and is duly and legally qualified to purchase and own the Securities.  Such Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.  The information set forth on Schedule 1   hereto regarding such Subscriber is accurate.

(f)            Purchase of Preferred Stock and Warrants .  On the Closing Date, such Subscriber will purchase the Preferred Stock and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

(g)            Compliance with Securities Act .   Such Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.   In any event, and subject to compliance with applicable securities laws, Subscriber may enter into lawful hedging transactions in the course of hedging the position they assume and the Subscriber may also enter into lawful short positions or other derivative transactions relating to the Securities, or interests in the Securities, and deliver the Securities, or interests in the Securities, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Securities, or interests in the Securities, to third parties who in turn may dispose of these Securities.

 
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(h)            Conversion Shares and Warrant Shares Legend .  The Conversion Shares and Warrant Shares shall bear the following or similar legend:

“ THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY THE COMPANY ), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES . ”

( i )              Preferred Stock and Warrants Legend .  The Preferred Stock   and Warrants shall bear the following legend:

“ N EITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE -OR-   EXERCISABLE ] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY THE COMPANY ), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES . ”

( j )              Communication of Offer .  The offer to sell the Securities was directly communicated to such Subscriber by the Company.  At no time was such Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

 
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( k )             Restricted Securities .    Such Subscriber understands that the Securities have not been registered under the 1933 Act and such Subscriber   sha ll not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities unless pursuant to an effective registration statement under the 1933 Act, or unless an exemption from registration is available.  Notwithstanding anything to the contrary contained in this Agreement, such Subscriber may transfer (without restriction and without the need for an opinion of counsel) the Securities to its Affiliates (as defined below) ,   provided that each such Affiliate is an “ accredited investor ,”   as such term is defined under Regulation D , and such Affiliate agrees in writing to be bound by the terms and conditions of this Agreement. For the purposes of this Agreement, an “ Affiliate ” of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity . Without limiting the foregoing, each Subsidiary (as defined herein) is an Affiliate of the Company.  For purposes of this definition, “ control ” means the power to direct the management and policies of such p erson, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

( l )            No Governmental Review .  Such Subscriber understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities , nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

( m )            Independent Decision .  T he decision of such Subscriber to purchase Securities has been made by such Subscriber independently of any other Subscriber and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Subscriber or by any agent or employee of any other Subscriber, and no Subscriber or any of its agents or employees shall have any liability to any other Subscriber (or any other Person) relating to or arising from any such information, materials, statements or opinions. 

( n )             Correctness of Representations .  Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless Subscriber otherwise notifies the Company in writing prior to the Closing Date , shall be true and correct as of the Closing Date.

( o )             Survival .  The foregoing representations and warranties shall survive the Closing Date.

5.            Company Representations and Warranties .  Except as set forth in the Schedules hereto, t he Company represents and warrants to and agrees with each Subscriber that:

(a)             Due Incorporation .  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as presently conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect (as defined herein) .  For purposes of this Agreement, a “ Material Adverse Effect ” shall mean a material adverse effect on the financial condition, results of operations, prospects, properties or business of the Company and its Subsidiaries taken as a whole.  For purposes of this Agreeme nt, “ Subsidiary ” means, with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity of which (A) more than 3 0 % of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the intere st in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at t h e time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity , or (B) is under the actual control of the Company .  A s of the Closing Date , all of the Company ’ s Subsidiaries and the Company ’ s other ow nership interest s therein are set forth on Schedule 5(a) .   The Company represents that it owns all of the equity of the Subsidiaries and rights to receive equity of the Subsidiaries set forth on Schedule 5(a) , free and clear of all liens, encumbrances and claims, except as set forth on Schedule 5(a) .  No p erson or entity other than the Company has the right to receive any equity interest in the Subsidiaries.  The Company further represents that neither the Company nor the Subsidiaries have been known by any other names for the five (5) years preceding the date of this Agreement.

 
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(b)             Outstanding Stock .  All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

(c)             Authority; Enforceability .  This Agreement, the Preferred Stock , Warrants, the Escrow Agreement,   and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively , the   “ Transaction Documents ” ) have been duly authorized, executed and delivered by the Company and/or the Subsidiaries, as the case may be, and are valid and binding agreements of the Company and/or the Subsidiaries, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors ’ rights generally and to general principles of equity.  Subject to the payment of the Debentures (as defined in Section 13), t he Company and/or the Subsidiaries, as the case may be, ha ve full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform their obligations thereunder.

(d)             Capitalization and Additional Issuances .   The authorized and outstanding capital stock of the Company   and the Subsidiaries on a fully diluted basis and all outstanding rights to acquire or receive, directly or indirectly, any equity of the Company and/or the Subsidiaries as of the date of this Agreement and the Closing Date (not including the Securities) are set forth on Schedule 5(d) .  Except as set forth on Schedule 5(d) , there are no options, warrants or rights to subscribe to securities, rights , understandings or obligations convertible into or exchangeable for or granting any right to subscribe for any shares of capital stock or other equity interest of the Company or any of the Subsidiaries.  The only officer, director, employee and consultant stock option or stock incentive plan or similar plan currently in effect or contemplated by the Company is described on Schedule 5(d) .  There are no outstanding agreements or preemptive or similar rights affecting the Company’s Common Stock or equity .

(e)             Consents .  N o consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, the Subsidiaries or any of their Affiliates, any Principal Market as defined in Section 9(b)   or the Company ’ s stockholder s is required for the execution by the Company of the Transaction Documents and compliance and performance by the Company and the Subsidiaries of their respective obligations under the Transaction Documents, including, without limitation, the issuance and sale of the Securities.  The Transaction Documents and the Company ’ s performance of its obligations thereunder   has been unanimously approved by the Company ’ s b oard of d irectors in accordance with the Company ’ s Certificate of Incorporation and applicable law.  Any such qualifications and filings will, in the case of qualifications, be effective upon Closing , and will, in the case of filings, be made within the time prescribed by law.

(f)             No Violation or Conflict .  Conditioned upon the representations and warranties of Subscriber in Section 4   hereof being materially true and correct, neither the issuance nor the sale of the Securities nor the performance of the Company ’ s obligations under this Agreement and the other Transaction Documents by the Company, will:

 
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(i)             violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the certificate of incorporation or bylaws of the Company, (B) to the Company ’ s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its Affiliates is a party, by which the Company or any of its Affiliates is bound, or to which any of the properties of the Company or any of its Affiliates is subject or (D) the terms of any “ lock-up ” or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates is a party , except the violation, conflict, breach or default of which would not have a Material Adverse Effect; or

(ii)            result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its Affiliates, except in favor of each Subscriber as described herein; or

(iii)           except as set forth in Schedule 5(f) hereto, result in the activation of any anti-dilution rights or a reset or repricing of any debt , equity or security instrument of any creditor or equity holder of the Company, or the holder of the right to receive any debt, equity or security instrument of the Company, nor result in the acceleration of the due date of any obligation of the Company; or

(iv)           except as set forth in Schedule 5(f) hereto, result in the triggering of any piggy-back or other registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Compan y .

(g)            The Securities .  The Securities upon issuance:

(i)             are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;

(ii)            have been, or will be, duly and validly authorized and on the date s of issuance   of the Preferred Stock and Warrants, the Conversion Shares upon conversion of the Preferred Stock, and the Warrant Shares upon exercise of the Warrants, such Preferred Stock, Warrants, Conversion Shares and Warrant Shares will be duly and validly issued, fully paid and non-assessable and if registered pursuant to the 1933 Act and resold pursuant to an effective registration statement or an exemption from registration, will be free trading , unrestricted and unlegended ;

(iii)           will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities or debt of the Company ;

(iv)           will not subject the holders thereof to personal liability by reason of being such holders; and

 
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(v)            conditioned upon the representations and warranties of the Subscribers as set forth in Section 4 hereof being   materially true and correct, will not result in a violation of Section 5 under the 1933 Act.

(h)            Litigation .  There is no pending or, to the best knowledge of the Company, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, or any of its Affiliates that would affect the execution by the Company or the complete and timely performance by the Company of its obligations under the Transaction Documents.  Except as disclosed in the Reports, there is no pending or, to the best knowledge of the Company, basis for or threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, or any of its Affiliates which litigation if adversely determined would have a Material Adverse Effect.

(i)            No Market Manipulation .  The Company and its Affiliates have not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Securities or affect the price at which the Securities may be issued or resold.

(j)              Information Concerning Company .  The Reports and Other Written Information contain all material information relating to the Company and its operations and financial condition as of their respective dates which information is required to be disclosed therein.  Since July 31, 2010, and except as disclosed in the Reports or modified in the Reports and O ther Written Information or in the Schedules hereto, there has been no Material Adverse E ffect relating to the Company ’ s business, financial condition or affairs. The Reports and Other Written Information including the financial statements included therein do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, taken as a whole, not misleading in light of the circumstances and when made.

(k)             Solvency .  Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder and the consummation of the Share Exchange, (i) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted, including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid.  The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

(l)             Defaults .  The Company is not in   violation of its certificate of incorporation or bylaws.  T he Company is (i) not in default under or in violation of any other material agreement or instrument to which it is a party or by which it or any of its properties are bound or affected, which default or violation would have a Material Adverse Effect, (ii) not in default with respect to any order of any court, arbitrator or governmental body or subject to or party to any order of any court or governmental authority arising out of any action, suit or proceeding under any statute or other law respecting antitrust, monopoly, restraint of trade, unfair competition or similar matters which default would have a Material Adverse Effect , or (iii) not in violation of any statute, rule or regulation of any governmental authority which violation would have a Material Adverse Effect.

 
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(m)           No Integrated Offering .   N either the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security of the Company n or solicited any offers to buy any security of the Company under circumstances that would cause the offer of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Bulletin Board.  No prior offering will impair the exemptions relied upon in this Offering or the Company ’ s ability to timely comply with its obligations hereunder.  Neither the Company nor any of its Affiliates will take any action or suffer any inaction or conduct any offering other than the transactions contemplated hereby that may be integrated with the offer or issuance of the Securities or that would impair the exemptions relied upon in this Offering or the Company ’ s ability to timely comply with its obligations hereunder.

(n)            No General Solicitation .  Neither the Company, nor any of its Affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities.

(o)            No Undisclosed Liabilities .  The Company has no liabilities or obligations which are material, individually or in the aggregate, other than those incurred in the ordinary course of the Company ’s business since July 31, 2010, and which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect , except as disclosed in the Reports or in Schedule 5(o) .

(p)            No Undisclosed Events or Circumstances .  Since July 31, 2010 ,   except as disclosed in the Reports, no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, that, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed in the Reports.

(q)            Dilution .   The Company ’ s executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company ’ s equity or rights to receive equity of the Company.  The board of directors of the Company has concluded, in its good faith business judgment , that the issuance of the Securities is in the best interests of the Company.  The Company specifically acknowledges that its obligation to issue the Conversion Shares upon conversion of the Preferred Stock and the Warrant Shares upon exercise of the Warrants is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other stockholder s of the Company or parties entitled to receive equity of the Company.

(r )             No Disagreements with Accountants and Lawyers .   T here are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to arise , between the Company and the accountants and lawyers previously and presently employed by the Company, including , but not limited to , disputes or conflicts over payment owed to such accountants and lawyers, nor have there been any such disagreements during the two years prior to the Closing Date.

(s )             Investment Company .   Neither the Company nor any Affiliate of the Company is an “ investment company ” within the meaning of the Investment Company Act of 1940, as amended.

 
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(t)            Foreign Corrupt Practices .  Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(u)            Reporting Company/Shell Company .  The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the 1934 Act and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act.  Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months.  As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the 1933 Act.

(v)            Listing .  The Company’s Common Stock is quoted on the OTC Bulletin Board (“ Bulletin Board ”) under the symbol “GOEE”.  The Company has not received any pending oral or written notice that its Common Stock is not eligible nor will become ineligible for quotation on the Bulletin Board nor that its Common Stock does not meet all requirements for the continuation of such quotation.

(w )            DTC Status .   The Company ’ s transfer agent is a participant in, and the Common Stock is or shall be eligible for transfer pursuant to, the Depository Trust Company Automated Securities Transfer Program. The name, address, telephone number, fax number, contact person and email address of the Company transfer agent is set forth on Schedule 5(w ) hereto.

(x )             Company Predecessor and Subsidiaries .  The Company makes each of the representations contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (k), (l), (o), (p), (r), (s) and (t) of this Agreement, as same relate or could be applicable to each Subsidiary.  All representations made by or relating to the Company of a historical or prospective nature and all undertakings described in Section 9 shall relate, apply and refer to the Company and the Subsidiaries and their predecessors and successors.

(y)            Correctness of Representations .  The Company represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects, and, unless the Company otherwise notifies the Subscribers prior to the Closing Date, shall be true and correct in all material respects as of the Closing Date; provided that if such representation or warranty is made as of a different date , such representation or warranty shall be true as of such date.

( z )             Survival .  The foregoing representations and warranties shall survive the Closing Date.

6.            Regulation D Offering/Legal Opinion .  The offer and issuance of the Securities to the Subscribers is being made pursuant to an exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder.  On the Closing Date, the Company will provide an opinion reasonably acceptable to each Subscriber from the Company’s legal counsel in substantially the form attached hereto as Exhibit F opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities and other matters reasonably requested by the Subscribers.  The Company will provide, at the Company’s expense, to the Subscribers such other legal opinions, if any, as are necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares pursuant to an exemption from registration such as Rule 144 under the 1933 Act.

 
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7.            Broker’s Commission/Finder’s Fee .  The Company on the one hand, and each Subscriber (for such Subscriber only) on the other hand, agrees to indemnify the other against and hold the other harmless from any and all liabilities to any Persons claiming brokerage commissions or similar fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party’s actions.  The Company represents that to the best of its knowledge there are no parties entitled to receive fees, commissions, finder’s fees, due diligence fees or similar payments in connection with the Offering.  Anything in this Agreement to the contrary notwithstanding, each Subscriber is providing indemnification only for such Subscriber’s own actions and not for any action of any other Subscriber.  The liability of the Company and each Subscriber’s liability hereunder is several and not joint.

8.            Subscriber ’ s Legal Fees .    The Company shall pay to Grushko & Mittman, P.C. a cash fee of $ 15,000 ( “ Legal Fees ” ) as reimbursement for services rendered in connection with the transactions described in the Transaction Documents. The Legal Fees will be payable out of funds held pursuant to the Escrow Agreement.  Grushko & Mittman, P.C. will be reimbursed at Closing or Initial Closing, as the case may be, by the Company for all lien searches, filing fees and reasonable printing and shipping costs for the closing statements to be delivered to the Subscribers.

9.            Covenants of the Company .  The Company covenants and agrees with the Subscribers as follows:

(a)            Stop Orders .  Subject to the prior notice requirement described in Section 9(n) hereof, the Company will advise the Subscribers, within twenty-four (24) hours after it receives notice of issuance by the Commission, any state securities commission or any other regulatory authority of any stop order or of any order preventing or suspending any offering of any securities of the Company, or of the suspension of the qualification of the Common Stock of the Company for offering or sale in any jurisdiction, or the initiation of any proceeding for any such purpose.  The Company will not issue any stop transfer order or other order impeding the sale, resale or delivery of any of the Securities, except as may be required by any applicable federal or state securities laws, provided at least five (5) business days prior notice of such instruction is given to the Subscribers.

(b)             Listing/Quotation .  The Company shall promptly secure the quotation or listing of the Conversion Shares and Warrant Shares upon each national securities exchange, or automated quotation system upon which the Company’s Common Stock is quoted or listed and upon which such Conversion Shares and Warrant Shares are or become eligible for quotation or listing (subject to official notice of issuance) and shall maintain same so long as any Preferred Stock and Warrants are outstanding.  The Company will maintain the quotation or listing of its Common Stock on the NYSE Amex Equities, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select Market, Bulletin Board, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock) (the “ Principal Market ”), and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market, as applicable. Subject to the limitation set forth in Section 9(n) hereof, the Company will provide the Subscribers with copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any Principal Market.  As of the date of this Agreement and the Closing Date, the Bulletin Board is the Principal Market.

(c)             Market Regulations .  If required, the Company shall notify the Commission, the Principal Market and applicable state authorities, in accordance with their requirements, of the transactions contemplated by this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Securities to the Subscriber s and promptly provide copies thereof to the Subscriber s.

 
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(d)            Filing Requirements .  From the date of this Agreement and until the last to occur of (i) all the Conversion Shares have been resold or transferred by the Subscribers pursuant to a registration statement or pursuant to Rule 144(b)(1)(i), or (ii) none of the Preferred Stock and Warrants are  outstanding (the date of such latest occurrence being the “ End Date ”), the Company will (A) comply in all respects with its reporting and filing obligations under the 1934 Act, (B) voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the 1934 Act even if the Company is not subject to such reporting requirements sufficient to permit the Subscribers to be able to resell the Conversion Shares and Warrant Shares pursuant to Rule 144(b)(i) and (C) comply with all requirements related to any registration statement filed pursuant to this Agreement.  The Company will use its commercially reasonable best efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the End Date.  Until the End Date, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market.  The Company agrees to timely file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to each Subscriber promptly after such filing.

(e)           Use of Proceeds .   The proceeds of the Offering will be substantially employed by the Company for the purposes set forth on Schedule 9(e) hereto.  Except as described on Schedule 9(e) , the Purchase Price may not and will not be used for accrued and unpaid officer and director salaries, nor payment of financing related debt nor redemption of outstanding notes or equity instruments of the Company nor non-trade payables outstanding on the Closing Date.

(f)             Reservation .   Prior to the Closing or Initial Closing, as the case may be , the Company undertake s to reserve   on behalf of the   Subscribers from its authorized but unissued Common Stock, a number of shares of Common Stock equal to 150 % of the amount of Common Stock necessary to allow the Subscribers to be able to convert all of the Preferred Stock and 100% of the amount of Warrant Shares issuable upon exercise of the Warrants (“ Required Reservation ”) .   Failure to have sufficient shares reserved pursuant to this Section 9(f) at any time prior to the End Date shall be a material default of the Company ’ s obligations under this Agreement and an Event of Default as employed in the Certificate of Designation .  Without waiving the foregoing requirement, if at any time the Preferred Stock and Warrants are outstanding the Company has reserved on behalf of the Subscribers less than 125% of the amount necessary for full conversion of the outstanding Preferred Stock and dividends accrued on such Preferred Stock at the conversion price in effect on every such date and 100% of the Warrant Shares issuable upon exercise of outstanding Warrants (“ Minimum Required Reservation ”), the Company will promptly reserve the Minimum Required Reservation, or if there are insufficient authorized and available shares of Common Stock to do reserve the Minimum Required Reservation, the Company will take all action necessary to increase its authorized capital to be able to fully satisfy its reservation requirements hereunder, including the filing of a preliminary proxy with the Commission not later than fifteen (15) days after the first day the Company has reserved less than the Minimum Required Reservation.  The Company agrees to provide notice to the Subscribers not later than five days after the date the Company has less than the Minimum Required Reservation reserved on behalf of the Subscribers.

(g)             DTC Program .  A t all times that Preferred Stock or Warrants are outstanding, the Company will employ as the transfer agent for the Common Stock, Conversion Shares   and Warrant Shares a participant in the Depository Trust Company Automated Securities Transfer Program.
   
 
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(h)            Taxes .  From the date of this Agreement and until the End Date, the Company will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company; provided, however , that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company shall have set aside on its books adequate reserves with respect thereto , and provided, further, that the Company will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached as security therefore.
 
(i)             Insurance .  As reasonably necessary as determined by the Company, from the date of this Agreement and until the End Date, the Company will keep its assets which are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, explosion and other risks customarily insured against by companies in the Company ’ s line of business and location, in amounts and to the extent and in the manner customary for companies in similar businesses similarly situated and located and to the extent available on commercially reasonable terms.

(j)             Books and Records .  From the date of this Agreement and until the End Date, the Company will keep true records and books of account in which full, true and correct entries in all material respects will be made of all dealings or transactions in relation to its business and affairs in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis.

(k)            Governmental Authorities .   From the date of this Agreement and until the End Date, the Company shall duly observe and conform in all material respects to all valid requirements of governmental authorities relating to the conduct of its business or to its properties or assets.

(l)             Intellectual Property .  From the date of this Agreement and until the End Date, the Company shall maintain in full force and effect its corporate existence, rights and franchises and all licenses and other rights to use intellectual property owned or possessed by it and reasonably deemed to be necessary to the conduct of its business, unless it is sold for value.   Schedule 9(l) hereto identifies all of the intellectual property owned by the Company and the Subsidiaries, which schedule includes, but is not limited to, patents, patents pending, patent applications, trademarks, tradenames, service marks and copyrights.

(m)           Properties .  From the date of this Agreement and until the End Date, the Company will keep its properties in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto as the Company shall reasonably determine ; and the Company will at all times comply with each provision of all leases and claims to which it is a party or under which it occupies or has rights to property if the breach of such provision could reasonably be expected to have a Material Adverse Effect.  The Company will not abandon any of its assets, except for those assets which have negligible or marginal value , are obsolete or for which it is prudent to do so under the circumstances as reasonably determined by the Company.

(n)             Confidentiality/Public Announcement .   From the date of this Agreement  until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of a Subscriber unless expressly agreed to in writing by such Subscriber or only to the extent required by law and then only upon not less than two (2) business days prior notice to such Subscriber.  The Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing in the Super 8-K.  The Company represents that the Super 8-K will contain the signed version of the audit opinion substantially in the form attached as Exhibit G hereto.  Upon  delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while Preferred Stock, Conversion Shares or Warrants are held by the Subscribers, unless the  Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company  shall, within four (4) days after any such delivery, publicly disclose such  material,  nonpublic  information on a Report on Form 8-K.  In the event that the Company believes that a notice or communication to the Subscribers contains material, nonpublic information relating to the Company or the Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information.  A Subscriber will be granted five (5) days to notify the Company that such Subscriber elects not to receive such information.   In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to such Subscriber.  In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or the Subsidiaries.

 
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(o)            Non-Public Information .  The Company covenants and agrees that except for the Reports, Other Written Information and schedules and exhibits to this Agreement and the Transaction Documents, which information the Company undertakes to publicly disclose on the Form 8-K described in Section 9(n) above, neither it nor any other person acting on its behalf will at any time provide a ny Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Subscriber, its agent or counsel shall have agreed in writing to accept such information as described in Section 9(n) above .  The Company understands and confirms that the Subscribers shall be relying on the foregoing representations in effecting transactions in securities of the Company.  The Company agrees that any information known to Subscriber required to be make public by the Company but not made public by the Company, not already made public by the Company may be made public and disclosed by the Subscriber.

(p)            Negative Covenants .   So long as Preferred Stock is outstanding, without the consent of the Subscribers, the Company will not and will not permit any of its Subsidiaries to directly or indirectly:

(i)            create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “ Lien ”) upon any of its property, whether now owned or hereafter acquired, except for:  (a) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (b) carriers,’ warehousemen’s, mechanic’s, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or that are being contested in good faith and by appropriate proceedings; (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to the financing of the purchase of new property in the ordinary course of the Company’s business up to the amount of the purchase price of such property; and (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property (each of (a) through (f) hereof, a “ Permitted Lien ”);

(ii)            amend its certificate of incorporation, bylaws or its charter documents so as to materially and adversely affect any rights of the Subscriber s; provided that an increase in the amount of authorized shares will not be deemed adverse to the rights of the Subscribers ;

 
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(iii)           repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock , preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents;

(iv)           engage in any transactions with any officer, director, employee or any Affiliate of the Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $100,000 , other than (i) for payment of salary or fees for services rendered, pursuant to and on the terms of a written contract in effect at least one (1) business day prior to the Closing Date, a copy of which has been provided to the Subscriber at least one (1) business day prior to the Closing Date, (ii) reimbursement for authorized expenses incurred on behalf of the Company or its Affiliates , (iii) for other employee benefits, including stock option agreements under any stock option plan of the Company disclosed in the Reports or (iv) other transactions disclosed in the Reports ; or

(v)          pay or redeem any financing related debt or past due obligations or securities outstanding as of the Closing Date, or past due obligations, except with respect to vendor obligations, which in management’s good faith, reasonable judgment must be paid to avoid disruption of the Company’s businesses.
 
(q)             Offering Restrictions .    Subject to the consent of the Subscribers, f or so long as the Preferred Stock and Warrants are outstanding, the Company will not enter into or exercise any Equity Line of Credit (as defined herein) or similar agreement, nor issue nor agree to issue any floating or Variable Priced Equity Linked Instruments (as defined herein) nor any of the foregoing or equity with price reset rights (collectively, the “ Variable Rate Restrictions ”).    For purposes hereof, “ Equity Line of Credit ” shall include any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its securities to the investor or underwriter over an agreed period of time and at a price formula, and “ Variable Priced Equity Linked Instruments ” shall include: (A) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security or (2) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security due to a change in the market price of the Company’s Common Stock since date of initial issuance, and (B) any amortizing convertible security which amortizes prior to its maturity date, where the Company is required or has the option to (or any investor in such transaction has the option to require the Company to) make such amortization payments in shares of Common Stock which are valued at a price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security (whether or not such payments in stock are subject to certain equity conditions).

( r )             Seniority .   Except for Permitted Liens, for so long as the Preferred Stock is outstanding, without written consent of the Subscribers, the Company and Subsidiaries shall not grant nor allow any security interest to be taken in any assets of the Company or any Subsidiary or any Subsidiary’s assets; nor issue or amend any debt, equity or other instrument which would give the holder thereof directly or indirectly, a right in any equity of the Company or any Subsidiary or any right to payment equal to or superior to any right of the Subscribers as holders of the Preferred Stock in or to such equity or payment, nor issue or incur any debt not in the ordinary course of business in an amount greater than $500,000.

 
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(s)             Notices .   For so long as the Subscribers hold any Preferred Stock or Warrants , the Company will maintain a United States address and United States fax number for notice purposes under the Transaction Documents.

(t)            Transactions with Insiders .  So long as the Preferred Stock and Warrants are outstanding, without consent of the Subscribers, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, materially amend, materially modify or materially supplement, or permit any Subsidiary to enter into, materially amend, materially modify or materially supplement, any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below) (or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual.  “ Affiliate ,” for purposes of this Section 9(t), means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity.  “Control” or “Controls” for purposes of the Transaction Documents means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.  For purposes hereof, “ Insiders ” shall mean any officer, director or manager of the Company, including, but not limited to, the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their Affiliates or family members.

(u)            Stock Splits .  For so long as the Preferred Stock and Warrants are outstanding, the Company will not enter into any stock splits without the consent of the Subscribers.

(v)            Notice of Event of Default .  The Company agrees to notify Subscriber of the occurrence of an Event of Default (as defined and employed in the Transaction Documents) not later than ten (10) days after any of the Company’s officers or directors becomes aware of such Event of Default.

(w)           Further Registration Statements .   Except for a registration statement filed on behalf of the Subscribers and the parties listed on Schedule 9(w) , t he Company will not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities any registration statement , including a registration statement on Form S-8 , or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which securities of the Company are registered therein , until the expiration of the “ Exclusion Period , ” which shall be defined as the sooner of (i) the date all of the Registrable Securities (as defined in Section 11.1 ) have been registered in an effective registration statement that has been effective for not less than one year, or (ii) until all the Conversion Shares and Warrant Shares have been resold by the Subscriber s pursuant to a registration statement or Rule 144 b(1)(i), without regard to volume limitations.  The Exclusion Period will be tolled or reinstated, as the case may be, during the pendency of an Event of Default as defined in the Certificate of Designation .

10.          Covenants of the Company Regarding Indemnification .

(a)           The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, counsel, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any representation or warranty by Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Document, or other agreement delivered pursuant hereto or in connection herewith, now or after the date hereof; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscribers relating hereto.

 
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(b)            In no event shall the liability of the Subscribers or permitted successor hereunder or under any Transaction Document or other agreement delivered in connection herewith be greater in amount than the dollar amount of the net proceeds actually received by such Subscriber or successor upon the sale of Registrable Securities (as defined herein).

11.1.       Registration Rights .  The Company hereby grants the following registration rights to holders of the Securities.

(i)             On one occasion, commencing ninety one (91) days after the Closing Date, but not later than two year s after the Closing Date, upon a written request therefor from any record holder or holders of more than 50% of the Conversion Shares issued and issuable upon conversion of the outstanding Preferred Stock and outstanding Warrant Shares, the Company shall prepare and not later than sixty (60) days after such request (“ Filing Date ”) file, subject to Section 11.1(iv) hereof, , with the Commission a registration statement under the 1933 Act registering the Registrable Securities which are the subject of such request , subject to applicable Commission rules and regulations, for unrestricted public resale by the holder thereof.   For purposes of Sections 11.1(i) and 11.1(ii) hereof , the definition of Registrable Securities shall not include Securities (A) which are registered for resale in an effective registration statement, (B) which are included for registration in a pending registration statement, (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act or (D) which may be resold under Rule 144 without volume limitations but not giving effect to the cashless exercise feature of the Warrants .  Upon the receipt of such written request, the Company shall promptly give written notice to all other record holders (as of the date of delivery of such written notice) of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within ten (10) days after the Company gives such written notice.  Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i).

(ii)             I f the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least ten (10) days ’ prior written notice to the record holder s   (as of the date of delivery of such written notice) of the Registrable Securities of its intention so to do. Upon the written request of the holder that is received by the Company within ten (10) days after the giving of any such notice by the Company to register any of the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities ( each, a   “ Seller ”   and together, the   “ Sellers ” ). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced on a pro rata basis among the record holders so requesting registration by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however , that the Company shall notify the Seller in writing of any such reduction. Unless the Holder notifies the Company in writing that it elects to deem the registration statement filed or to be filed pursuant to this Section 11.1(ii) as a registration statement filed or to be filed pursuant to Section 11.1(ii) , the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Seller s.

 
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(iii)            If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i) hereof , the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company ’ s own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 11.1(ii).

(iv)           The Company shall file with the Commission a   registration statement on Form S-1 (the “ Registration Statement ” ) (or such other form that it is eligible to use) in order to register the Registrable Securities for resale and distribution under the 1933 Act within ninety ( 9 0) days after the Closing Date or, if more than one Closing, the last Closing Date (the “ Filing Date ” ), and use its commercially reasonable best efforts to cause the Registration Statement to be declared effective not later than one hundred and eighty ( 180 ) days after such Closing Date (the “ Effective Date ” ).  The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to 150 % of the Conversion Shares issued and issuable upon conversion of Preferred Stock including dividends at the default rate and 100% of the Warrant Shares issuable upon exercise of the Warrants and Bridge Warrants (collectively the “ Registrable Securities ”). In the event that the Company is required by the Commission to cutback the number of shares being registered in the Registration Statement pursuant to Rule 415, the Company shall reduce the Registrable Securities in the order and priority set forth on Schedule 11.1(iv) .   The Registrable Securities shall be reserved and set aside exclusively for the benefit of each Subscriber and Warrant holder, pro   rata , and not issued, employed or reserved for anyone other than each Subscriber and Warrant holder.  The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities .  Except as set forth on Schedule 11.1( i v) , without the written consent of the Subscribers, no securities of the Company other than the Registrable Securities will be included in the Registration Statement.  It shall be deemed a Non-Registration Event (as defined herein) if at any time after the date the Registration Statement is declared effective by the Commission ( “ Actual Effective Date ” ) the Company has registered for unrestricted resale on behalf of the Subscribers fewer than 110% of the amount of Common Shares issuable upon full conversion of all sums due under the Preferred Stock and Warrant Shares   (the difference between such 110% and the actual amount of shares registered being referred to herein as the “ Shortfall ” ).  In such event, the Company shall take all actions necessary to cause at least 150 % of the amount of shares of Common Stock issuable upon full conversion of all sums due under the Preferred Stock and 100% of the Warrant Shares to be registered within sixty (60) days after the first day such Shortfall exists.  Failure to file the Registration Statement within thirty (30) days after the first day such Shortfall first exists or failure to cause such registration to become effective within   sixty (60) days after such Shortfall first exists shall be a Non-Registration Event.

11.2.       Registration Procedures . If and whenever the Company is required by the provisions of Section 11.1 to effect the registration of any Registrable Securities under the 1933 Act, the Company will , as expeditiously as possible:

(a)             subject to the timelines provided in this Agreement, (i) prepare and file with the Commission a registration statement required by Section 11.1 with respect to such Registrable S ecurities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as herein provided), (ii) promptly provide to the holder s of the Registrable Securities copies of all filings and Commission letters of comment and notify the Sellers (by telecopier and by e-mail addresses provided by the Subscribers) and Grushko & Mittman, P.C. (by telecopier and by email to counslers@aol.com ) on or before the second (2 nd ) business days thereafter that the Company receives notice that ( A ) the Commission has no comments or no further comments on the registration statement, and ( B ) the registration stateme nt has been declared effective ( failure to timely provide notice as required by this Section 11.2(a) shall be a material breach of the Company ’ s obligation and an Event of Default as defined in the Preferred Stock and a Non-Registration Event as defined in Section 11.4 of this Agreement);

 
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(b)            prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until such registration statement has been effective for a period of one (1) year, and comply with the provisions of the 1933 Act with respect to the disposition of all of the Registrable Securities covered by such registration statement in accordance with the Sellers ’ intended method of disposition set forth in such registration statement for such period;

(c)             furnish to the Sellers, at the Company ’ s expense, such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or their disposition of the securities covered by such registration statement , or make them electronically available;

(d)            use its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or “ blue sky ” laws of New York and such jurisdictions as the Sellers shall request in writing, provided, however , that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of pr ocess in any such jurisdiction;

(e)            as applicable, list or make available for quotation the Registrable Securities covered by such registration statement with any securities exchange or quotation system on which the Common Stock of the Company is then listed or quoted;

(f)             notify the Sellers within two (2) business days of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing , or which becomes subject to a Commission, state or other governmental order suspending the effectiveness of the registration statement covering any of the Registrable Securities;

(g)            provided same would not be in violation of the provision of Regulation FD under the 1934 Act, make available for inspection during reasonable business hours by the Sellers and any attorney, accountant or other agent retained by the Sellers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company ’ s officers, directors and employees to make available all publicly available, non-confidential information reasonably requested by the Sellers, attorney, accountant or agent in connection with such registration statement at such requesting Seller’s expense ; and

(h)             provide to the Sellers copies of the Registration Statement and amendments thereto at least five (5) days prior to the filing thereof with the Commission.  A Seller ’ s failure to comment on any registration statement or other document provided to a Subscriber or its counsel shall be construed to constitute approval thereof nor   the accuracy thereof.

 
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11.3.       Provision of Documents .  In connection with each registration described in this Section 11, each Seller will furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary   in order to assure compliance with federal and ap plicable state securities laws.

11.4.       Non-Registration Events .  The Company agrees that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission within sixty (60) days after the Effective Date, and any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within ninety (9 0 ) days after written request and declared effective by the Commission within one hundred eighty   (180   ) days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision.  Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before sixty (60) days after the Effective Date, (C) due to the intentional action or inaction of the Company the Registration Statement is not declared effective within five   (5) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (D) if the registration statement described in Section 11.1(i) or 11.1(ii) is not filed within ninety (9 0 ) days after such written request, or is not declared effective within one hundred eighty ( 1 8 0 ) days after such written request, or (E) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within thirty (30) business days by an effective replacement or amended registration statement or for a period of time which shall exceed sixty ( 60 ) days in the aggregate per year (defined as every rolling period of 365 consecutive days commencing on the Actual Effective Date) (each such event referred to in clauses A through E of this Section 11.4 is referred to herein as a “ Non-Registration Event ” ), then the Company shall pay to the holder of Registrable Securities, as “ Liquidated Damages ” , an amount equal to one percent ( 1 %) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the lesser of the (i) purchase price of the outstanding Preferred Stock and (ii) purchase price of the Conversion Shares and Warrant Shares issued upon conversion of Preferred Stock and exercise (but excluding cashless exercise) of Warrants   held by Subscribers which are subject to such Non-Registration Event.  The Company may pay the Liquidated Damages in cash or securities .  The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable.  In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly.  All oral or written comments received from the Commission relating to a registration statement must be responded to within twenty ( 20 ) business days after receipt of comments from the Commission.  Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above , calculated from the date the response was required to have been made.  Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof   without volume limitations or other restriction s pursuant to Section 144(b)(1)(i) of the 1933 Act.   The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Commission guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 11.4 shall once again apply.  In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with Commission guidance to be included in such Registration Statement.   The Company may require, from time to time, information by a holder of the Securities that is necessary to complete the   Registration Statement in accordance with the requirements of the 1933.  In the event of the failure by such holder to comply with the Company’s request within seven (7) business days from the date of such request, the Company shall be permitted to exclude such holder from a Registration Statement without being subject to the payment of any amount of Liquidated Damages to such holder. At such time that such holder complies with the Company’s request, the Company shall use its reasonable best efforts to include such holder in the Registration Statement.

 
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11.5.       Expenses .  All expenses incurred by the Company in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of Company counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “ blue sky ” laws, fees of FINRA, and fees of transfer agents and registrars are herein called “ Registration Expenses . ” All underwriting discounts , selling commissions and transfer applicable to the sale of Registrable Securities are herein called “ Selling Expenses . ”   The Company will pay all Registration Expenses in connection with any registration statement described in Section 11.  Selling Expenses in connection with each such registration statement shall be borne by the Seller and may be apportioned among the Sellers in proportion to the number of shares included on behalf of the Seller relative to the aggregate number of shares included under such registration statement for all Sellers, or as all Sellers thereunder may agree.

11.6.       Indemnification and Contribution .

(a)             In the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller and each of the officers, directors, agents, Affiliates, members, managers,   control persons, and principal shareholders   of the Seller, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act , against any losses, claims, damages or liabilities to which such Seller or  person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will , subject to the provisions of Section 11.6(c) , reimburse such Seller for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however , that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller in writing specifically for use in such regist ration statement or prospectus.

 
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(b)             In the event of a registration of any of the Registrable Securities under the 1933 Act pursuant to Section 11, each Seller , severally but not jointly , will, to the extent permitted by law, indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the 1933 Act, each officer of the Company who signs the registration statement , each director of the Company ,   each underwriter and each person who controls any underwriter within the meaning of the 1933 Act,   against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director , underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director , underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however , that the liability of the Seller hereunder shall be limited to the net proceeds actually received by the Seller from the sale of Registrable Securities pursuant to such registration statement.

(c)          Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party other than under this Section 11.6(c), and shall only relieve it from any liability which it may have to such indemnified party under this Section 11.6(c), except and only if and to the extent the indemnifying party is materially prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election to so assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 11.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however , that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to indemnified party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties, as a group, shall have the right to select one separate counsel, reasonably satisfactory to the indemnified and indemnifying party, and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

(d)           In order to provide for just and equitable contribution in the event of joint liability under the 1933 Act in any case in which either (i) a Seller, or any controlling person of a Seller, makes a claim for indemnification pursuant to this Section 11.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 11.6 provides for indemnification in such case, or (ii) contribution under the 1933 Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is not provided under this Section 11.6, then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however , that, in any such case, (y) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities sold by it pursuant to such registration statement; and (z) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation; and provided, further, however , that the liability of the Seller hereunder shall be limited to the net proceeds actually received by the Seller from the sale of Registrable Securities pursuant to such registration statement.

 
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11.7.       Unlegended Shares and 144 Sales .

(a)             Delivery of Unlegended Shares .  Within five (5) days (such fifth (5 th ) day being the “ Unlegended Shares Delivery Date ” ) after the day on which the Company has received (i) a notice that Conversion Shares, Warrant Shares or any other Common Stock held by Subscriber has been sold pursuant to a registration statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of Subscriber and, if required, Subscriber ’ s broker regarding compliance with the requirements of Rule 144, the Company , at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscriber) an appropriate instruction directing the delivery of shares of Common Stock without any legends including the legend set forth in Section 4(h) above (the “ Unlegended Shares ”); and (z) cause the transmission of the certificates representing the Unlegended Shares, together with a legended certificate representing the balance of the submitted Common Stock certificate, if any, to Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.

(b)             DWAC .   In lieu of delivering physical certificates representing the Unlegended Shares, upon request of the Subscribers, so long as the certificates therefor do not bear a legend and Subscriber is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Subscriber’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system, if such transfer agent participates in such DWAC system.  Such delivery must be made on or before the Unlegended Shares Delivery Date.

(c)             Late Delivery of Unlegended Shares .   The Company understands that a delay in the delivery of the Unlegended Shares pursuant to Section 11.7 hereof later than the Unlegended Shares Delivery Date could result in economic loss to a Subscriber.  As compensation to a Subscriber for such loss, the Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to Subscriber for late delivery of Unlegended Shares in the amount of $ 100 per business day after the Unlegended Shares Delivery Date for each $ 10,000 of purchase price of the Unlegended Shares, subject to the delivery default; provided that such delay is not the direct or indirect result of Subscriber’s actions or omissions.  If during any three hundred sixty (360) day period, the Company fails to deliver Unlegended Shares as required by this Section 11.7 for an aggregate of thirty (30) days, then each Subscriber or assignee holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the Unlegended Shares subject to such default at a price per share equal to the greater of (i) 110% of the Purchase Price paid by Subscriber for the Unlegended Shares that were not timely delivered, or (ii) a fraction in which the numerator is the highest closing price of the Common Stock during the aforedescribed thirty day period and the denominator of which is the lowest conversion price or exercise price, as the case may be, during such thirty (30)   day period, multiplied by the price paid by Subscriber for such Common Stock (“ Unlegended Redemption Amount ”).  The Company shall promptly pay any payments incurred under this Section in immediately available funds upon demand.

 
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(d)             Injunction .  In the event a Subscriber shall request delivery of Unlegended Shares as described in Section 11 and the Company is required to deliver such Unlegended Shares pursuant to Section 11.7, the Company may not refuse to deliver Unlegended Shares based on any claim that such Subscriber or any one associated or affiliated with such Subscriber has not complied with Subscriber’s obligations under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining delivery of such Unlegended Shares shall have been sought and obtained by the Company and the Company has posted a surety bond for the benefit of such Subscriber in the amount of the greater of (i) 125% of the amount of the aggregate purchase price of the Common Stock which is subject to the injunction or temporary restraining order, (ii) the closing price of the Common Stock on the trading day before the issue date of the injunction multiplied by the number of Unlegended Shares to be subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Subscriber to the extent Subscriber obtains judgment in Subscriber’s favor.

(e)             Buy-In .   In addition to any other rights available to Subscriber, if the Company fails to deliver to Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date Subscriber, or a broker on Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which Subscriber was entitled to receive from the Company (a “ Buy-In ”), then the Company shall promptly pay in cash to Subscriber (in addition to any remedies available to or elected by Subscriber) the amount by which (A) Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).  For purposes of illustration only, if Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber $1,000, plus interest. Subscriber shall promptly provide the Company written notice indicating the amounts payable to Subscriber in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

(e)             144 Default .   At any time commencing six (6) months after the Closing Date, in the event Subscriber is not permitted to sell any of the Conversion Shares or Warrant Shares without any restrictive legend, or if such sales are permitted but subject to volume limitations or further restrictions on resale as a result of the unavailability to Subscriber of Rule 144(b)(1)(i) under the 1933 Act or any successor rule (a “ 144 Default ”), for any reason, including, but not limited to, failure by the Company to file quarterly, annual or any other filings required to be made by the Company by the required filing dates (provided that any filing made within the time for a valid extension shall be deemed to have been timely filed), or the Company’s failure to make information publicly available which would allow Subscriber’s reliance on Rule 144 in connection with sales of Conversion Shares or Warrant Shares, except due to a change in current applicable securities laws or because Subscriber is an Affiliate (as defined under Rule 144) of the Company, then the Company shall pay such Subscriber as liquidated damages and not as a penalty for each thirty (30) days (or such lesser pro-rata amount for any period less than thirty (30) days) an amount equal to one percent (1%) of the purchase price of the Conversion Shares and Warrant Shares subject to such 144 Default.  Liquidated Damages shall not be payable pursuant to this Section 11.7(e) in connection with Conversion Shares or Warrant Shares for such times as such shares may be sold by the holder thereof without any legend or volume or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act or pursuant to an effective registration statement.

 
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12.           (a)             Favored Nations Provision .  Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company ’ s issuance of securities in connection with strategic license agreements and other partnering arrangements , so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) , (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a) , and (v) as a result of the exercise of Warrants or conversion of Preferred Stock which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (v) are “ Excepted Issuances ”), if at any time the Preferred Stock or Warrants are outstanding, the Company shall agree to or issue (the “ Lower Price Issuance ”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any Person at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time or the Warrant exercise price in effect at such time, as applicable, without the consent of the Subscribers, then the Conversion Price and Warrant exercise price, as applicable, shall automatically be reduced to such other lower price.  The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares.   Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.0001 per share of Common Stock.  For purposes of the issuance and adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price, as applicable, in effect upon such issuance.  The rights of the Subscribers set forth in this Section 12 are in addition to any other rights the Subscribers have pursuant to this Agreement, the Preferred Stock, Warrants or any other Transaction Document.

(b)             Right of First Refusal .  U ntil one (1) year following the Closing Date, the Subscribers shall be given not less than fifteen (15) days prior written notice of any proposed sale by the Company of its common stock or other securities or equity linked debt obligations (“ Other Offering ”), except in connection with the Excepted Issuances .  If the Subscribers elect to exercise their rights pursuant to this Section 12(b), the Subscribers shall have the right during the fifteen (15) days following receipt of the notice, to purchase in the aggregate up to all of such offered common stock, debt or other securities in accordance with the terms and conditions set forth in the notice of sale, relative to each other in proportion to the amount of Preferred Stock issued to them on the Closing Date.  Subscribers who participate in such Other Offering shall be entitled at their option to purchase, in proportion to each other, the amount of such Other Offering that could have been purchased by Subscribers who do not exercise their rights hereunder until up to the entire Other Offering is purchased by the Subscribers.  In the event such terms and conditions are modified during the notice period, Subscribers shall be given prompt notice of such modification and shall have the right during the fifteen (15) days following the notice of modification to exercise such right.

( c )             Maximum Exercise of Rights .    Notwithstanding the foregoing, i n the event the exercise of the rights described in Section 12(a) and Section 12(b) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber as described in Section 2D of the Certificate of Designation and Section 9 of the Warrant , then the issuance of such additional shares of Common Stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth and such Subscriber notifies the Company accordingly.

 
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13.          Special Conditions .   On November 5, 2010, the Company issued an aggregate of $200,000 in Convertible Promissory Notes (“ Bridge Notes ”) and Warrants to the parties described on Schedule 13 hereto (“ Bridge Lenders ”).  The Bridge Lenders intend to become Subscribers pursuant to this Agreement and pay for the Preferred Stock and Warrants to be acquired hereunder by surrender of the Bridge Notes at an agreed value of the $200,000 principal amount of the Bridge Notes and accrued interest (“ Interest ”) on the Bridge Notes through the Closing Date on the amounts as set forth on Schedule 1   and signature pages hereto.  Together with such surrendered Bridge Notes and Interest, the Bridge Lenders will deliver to the Escrow Agent, who shall accept same on behalf of the Company pending Closing or Initial Closing, as the case may be, the original Bridge Notes.  Upon Closing or Initial Closing, as the case may be , all of the Company’s obligations to the Bridge Lenders pursuant to or in connection with the Bridge Notes and any other agreement in connection with the issuance and/or amendment of the Bridge Notes will be fully satisfied.

1 4 .          Miscellaneous .

(a)             Notices .  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile   addressed as set forth below or to such other address as such party shall have specified most recently by written notice in accordance with this Section 14(a) .  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile   with accurate confirmation generated by the transmitting facsimile machine   at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received ,   or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: GoEnergy Inc., c/o Kick the Can Corp., 1010 Avenue of the Americas, Suite 302, New York, NY 10018, Attn: Gareb Shamus, facsimile: (212) 765-5779, with a copy by fax only to (which shall not constitute notice): Anslow & Jaclin, LLP, 195 Route 9 South, Manalapan, NJ 07726, Attn: Joseph M. Lucosky, Esq., facsimile: (732) 577-1188, and (ii) if to a Subscriber, to: the addresses and fax numbers indicated on Schedule 1 hereto, with an additional copy by fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.

(b)             Entire Agreement; Assignment .  This Agreement and other documents delivered in connection herewith represent the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.  Neither the Company nor the Subscriber s ha s relied on any representations not contained or referred to in this Agreement or the other Transaction Documents .   No right or obligation of the Company shall be assigned without prior notice to and the written consent of the Subscribers.

(c)             Counterparts/Execution .  This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.  This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original thereof.

 
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(d)            Law Governing this Agreement .  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof or any other State. Any action brought by any party hereto against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York.  The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens .  The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury.  The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.  In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.  Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

(e)             Specific Enforcement, Consent to Jurisdiction .  The Company and each Subscriber hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.  Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.  Subject to Section 13(d) hereof, the Company and the Subscribers acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.  .

(f)             Damages .   In the event the Subscriber is entitled to receive any liquidated or other damages pursuant to the Transactions Documents, the Subscriber may elect to receive the greater of actual damages or such liquidated damages.  In the event the Subscriber is granted rights under different sections of the Transaction Documents relating to the same subject matter or which may be exercised contemporaneously, or pursuant to which damages or remedies are different, Subscriber is granted the right in Subscriber’s absolute discretion to proceed under such section as Subscriber elects.

(g)           Maximum Payments .    Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Subscriber s and thus refunded to the Company.  The Company agrees that it may not and actually waives any right to challenge the effectiveness or applicability of this Section 14(g).

( h )          Calendar Days . All references to “ days ” in the Transaction Documents shall mean calendar days unless otherwise stated. The terms “ business days ” and “ trading days ” shall mean days that the New York Stock Exchange is open for trading for three or more hours. Time periods shall be determined as if the relevant action, calculation or time period were occurring in New York City. Any deadline that falls on a non-business day in any of the Transaction Documents shall be automatically extended to the next business day and interest, if any, shall be calculated and payabl e through such extended period.

 
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( i )             Captions; Certain Definitions .  The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement.  As used in this Agreement the term “ person ” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

(j)              Consent .   As used in this Agreement and the other Transaction Documents and any other agreement delivered in connection herewith, “ Consent of the Subscribers ” or similar language means the consent of all holders of the outstanding Preferred Stock on the date consent is requested.  The Subscribers may consent to take or forebear from any action permitted under or in connection with the Transaction Documents, modify any Transaction Documents or waive any default or requirement applicable to the Company, the Subsidiaries or the Subscribers under the Transaction Documents, provided the effect of such action does not waive any accrued interest or damages and further provided that the relative rights of the Subscribers to each other remains unchanged.

( k )             Severability .  In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid , illegal or otherwise unenforceable pursuant to applicable law by an authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability: (i) by or before that authority of the remaini n g terms and provisions of this Agreement, which shall be enforced as if the unenforceable term or provision were deleted, or (ii) by or before any other authority of any of the terms and provisions of this Agreement.

( l )             Successor Laws .  References in the Transaction Documents to laws, rules, regulations and forms shall also include successors to and functionally equivalent replacements of such laws, rules, regulations and forms.  A successor rule to Rule 144(b)(1)(i) shall include any rule that would be available to a non-Affiliate of the Company for the sale of Common Stock not subject to volume restrictions and after a six month holding period.

(m)           Maximum Liability .    In no event shall the liability of the Subscribers or permitted assign hereunder or under any Transaction Document or other agreement delivered in connection herewith be greater in amount than the dollar amount of the net proceeds actually received by such Subscriber or successor upon the sale of Conversion Shares .

( n )             Independent Nature of Subscribers .    The Company acknowledges that the obligations of each Subscriber under the Transaction Documents are several and not joint with the obligations of any other Subscriber, and no Subscriber shall be responsible in any way for the performance of the obligations of any other Subscriber under the Transaction Documents. The Company acknowledges that each Subscriber has represented that the decision of each Subscriber to purchase Securities has been made by such Subscriber independently of any other Subscriber and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Subscriber or by any agent or employee of any other Subscriber, and no Subscriber or any of its agents or employees shall have any liability to any other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions.  The Company acknowledges that nothing contained in any Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto shall be deemed to constitute the Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  The Company acknowledges that it has elected to provide all Subscribers with the same terms and Transaction Documents for the convenience of the Company and not because Company was required or requested to do so by the Subscribers.  The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Subscribers are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated thereby.

 
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(o)           Equal Treatment .   No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered and paid to all the Subscribers and their permitted successors and assigns.

(p)            Adjustments .   The c onversion p rice, Warrant exercise price , amount of Conversion Shares and Warrant Shares, trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted and as otherwise described in this Agreement, the Certificate of Designation and Warrants.

[-SIGNATURE PAGES FOLLOW-]

 
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 SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (E)

Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.

 
GOENERGY INC.
 
a Delaware corporation
   
 
By: 
   
   
Name:
   
Title:
   
 
Dated: December ___, 2010

SUBSCRIBER
 
PURCHASE
PRICE
 
PREFERRED
STOCK
 
WARRANTS
Name of Subscriber:
           
             
  
           
             
Address:
           
  
           
             
  
           
               
Fax No.: 
               
             
Taxpayer ID# (if applicable): ___________________________
           
or Social Security #
           
  
           
(Signature)
           
By:
           
 
 
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LIST OF EXHIBITS AND SCHEDULES

Exhibit A
Certificate of Designation
Exhibit B
Form of Series A Warrants
Exhibit C
Escrow Agreement
Exhibit D
Share Exchange Documents
Exhibit E
Super 8-K
Exhibit F
Form of Legal Opinion
Exhibit G
Form of Audit Opinion
Schedule 1
List of Subscribers
Schedule 5(a)
Subsidiaries
Schedule 5(d)
Capitalization and Additional Issuances
Schedule 5(f)
Violations and Conflicts
Schedule 5(o)
Undisclosed Liabilities
Schedule 5(w)
Transfer Agent
Schedule 9(e)
Use of Proceeds
Schedule 9(w)
Further Registration Statements
Schedule 9(l)
Intellectual Property
Schedule 11.1(iv)
Registrable Securities
Schedule 12(a)
Excepted Issuances
Schedule 13
Bridge Lenders

 
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RESIGNATION NOTICE

December 7, 2010

GoEnergy, Inc.
3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169

Dear Sirs:

I hereby resign (i) as a member of the board of directors of GoEnergy, Inc. (the “ Corporation ”), such resignation to become effective on the eleventh day following the date the Information Statement on Schedule 14F-1 is mailed by the Corporation and (ii) from all officer and other positions that I hold in the Corporation other than as Treasurer of the Corporation, effective immediately.

My resignation is not the result of any disagreement with the Corporation on any matter relating to its operation, policies, including, without limitation, accounting or financial policies, or practices.

In addition, and in connection with the transactions contemplated herein, I hereby waive any and all compensation or other monies owed to me from the Corporation.

I hereby undertake that I do not have any claims against the Corporation upon my resignation.

[-Signature Page Follows-]
 
 
 
 
 
 
Sincerely,
   
 
/s/ Terry Fields
 
Terry Fields
 
 
- 2 -
 
 

Exhibit 21.1

Subsidiaries

Kick the Can Corp., a Nevada corporation