CERTIFICATE OF INCORPORATION

                                   OF

                              GOENERGY, INC.
                       ----------------------------


FIRST. The name of this corporation shall be:

                       GOENERGY, INC.

SECOND. Its registered office in the State of Delaware is to be located at 2711
 Centerville Road, Suite 400, in the City of Wilmington, County of  New Castle,
19808, and its  registered agent at  such  address is  THE COMPANY CORPORATION.

THIRD. The purpose or purposes of the corporation shall be:

        To engage in any lawful act or activity for which  corporations  may be
organized  under the General Corporation Law of Delaware.

FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:

One Hundred Million (100,000,000) shares of which  Eighty Million  (80,000,000)
shares with a par value  of $0.0001 each,  amounting to Eight Thousand  Dollars
($8,000) are  Common Stock and  Twenty Million  (20,000,000) shares with a  par
value  of  $0.0001  each,  amounting  to  Two  Thousand  Dollars  ($2,000)  are
Preferred Stock.

FIFTH. The name and mailing address of the incorporator is as follows:

       Shirley Jones
       The Company Corporation
       2711 Centerville Road, Suite 400 Wilmington, DE 19808

SIXTH. The Board of Directors shall have the power to adopt, amend or repeal
the by-laws.

IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore named,
has executed, signed and acknowledged  this certificate  of incorporation  this
second day of May, A.D. 2001.

                                                /s/ Shirley Jones
                                                ------------------------
                                                Shirley Jones
                                                Incorporator