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):   January 20, 2011

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.)

1010 Avenue of the Americas, Suite 302
New York, NY
 
10018
(Address of principal executive offices)
 
(Zip Code)

(212) 765-5700
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.03  AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
 
AMENDMENT TO ARTICLES OF INCORPORATION
 
Change in Corporate Name
 
GoEnergy, Inc., now known as Wizard World, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), filed a Second Certificate of Correction to its Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) to effectuate the name change of the Company from “GoEnergy, Inc.” to “Wizard World, Inc.” The Amendment was filed with the Delaware Secretary of State on January 20, 2011.
 
The change in corporate name to Wizard World, Inc. was approved by the Board of Directors of the Company by unanimous written consent dated January 13, 2011 and by certain stockholders of the Company holding a majority of the total issued and outstanding shares of common stock of the Company by written consent dated January 13, 2011. The change in corporate name was authorized and approved by the Board of Directors to better reflect the Company’s future business operations.

Increase in Number of Authorized Shares

Item 9.01 Financial Statement and Exhibits.
 
(d)  Exhibits.

Exhibit
No.
 
Description
     
3.5
 
Second Certificate of Correction filed January 20, 2011, including Certificate of Correction filed December 8, 2010 and Certificate of Amendment dated December 6, 2010.



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:  January 25, 2011
By:  
/s/ Gareb Shamus
 
Name:  
Gareb Shamus
 
Title:  
President and Chief Executive Officer
 
 
 
 

Exhibit 3.5
 
STATE OF DELAWARE

SECOND CERTIFICATE OF CORRECTION
 
Wizard World, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify:
 
1.     The name of the corporation is Wizard World, Inc. (the “Corporation”).

2.     That a Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) on December 6, 2010 to change the name of the Corporation from “GoEnergy, Inc.” to “Wizard World, Inc.”

3.     That a Certificate of Correction was filed with respect to the Certificate of Amendment with the Delaware Secretary of State on December 8, 2010 (the “First Certificate of Correction”), as permitted by Section 103 of the DGCL, to make the effective date of the name change January 30, 2011.
 
3.     That the Corporation desires to accelerate the effective date of the name change, as permitted by Section 103 of the DGCL, by filing this Second Certificate of Correction.

4.     The Certificate of Amendment shall be amended as follows: Section 5 shall be deleted in its entirety.

IN WITNESS WHEREOF, said corporation has caused this Second Certificate of Correction to be executed by Gareb Shamus, its duly authorized officer, this 20th day of January, 2011.


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